Professional Documents
Culture Documents
Mock exam
2 CA Sri Lanka
Mock exam
1 Wood Tiles
John is as an employee of Wood Tiles (Pvt) Ltd., a company involved in manufacture
and sale of specialised wood work. John’s contract of employment contains a clause
that John is not entitled to do business with Wood Tile’s customers if John ever left
the employment of the company.
After serving as a faithful employee for two years, John gave notice that he wishes
to leave the company and left his employment on good terms. A few months later
the owners of Wood Tiles realised that a number of the company’s clients whom
John had served were moving away from Wood Tiles (Pvt) Ltd and obtaining the
services from Timber Tiles (Pvt) Ltd., a recently incorporated company. Upon
investigation it was revealed that Timber Tiles (Pvt) Ltd had been incorporated by
John. John claims that he is not doing business with Wood Tile’s customers
personally since these customers are doing business with the incorporated body,
Timber Tiles (Pvt) Ltd. Furthermore John claims that due to the veil of
incorporation no action can be taken against him personally.
Required
Explain to the owners of Wood Tiles (Pvt) Ltd. if John’s position is correct in the
eyes of the law. (10 marks)
(LO 1.3.1, 1.3.2, 1.3.3, 1.3.4)
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Required
(a) Prepare the AGM notice for DEF (Pvt) Ltd. making note of the
aforementioned requirements. (5 marks)
(b)Prepare the minutes of the AGM for DEF (Pvt) Ltd. making note of the
resolutions that are to be passed therein.
(5 marks)
(Total = 10 marks)
(LO 5.1.2, 5.2.2)
4 Time is up
Persian Textiles (Pvt) Ltd. is a small business enterprise that imported foreign
textiles for the sale and distribution within Sri Lanka. Given the lull in the
international market during the preceding year, the company is not experiencing
major financial difficulties.
Mr. Abdul Lafeek has been in business with Persian Textiles for a number of years
and has supported the company through previous financial difficulties that it has
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suffered. However in the present standpoint, Mr. Lafeek has concluded that the
company will not be able to function much further. At present a sum of Rs. 1 million
is owed from the company to Mr. Lafeek and Mr. Lafeek believes that the only way
in which his funds can be recovered, if the company is wound up and the company’s
assets used to recover the liabilities.
Required
a) Explain the methods which can be utilised to wind up a company.
(4 marks)
b) Outline the best method available to Mr. Lafeek in order to wind up the
company.
(6 marks)
(Total = 10 marks)
(LO 6.1.1)
5 Inside information
The latest news report indicates that an investigation is being conducted with
regard to the securities market and specifically with regard to the shares pertaining
to a company bearing the name Martin and Sons PLC. It has transpired that major
profits have been recorded by certain investors who have a close relationship to Mr.
Richard Martin, the Managing Director of the said company.
It is apparently suspected that Mr. Martin has provided important information to
strategic persons regarding a recent development in the company which caused the
share value of the said company to dramatically increase. It is rumoured that this
information was provided before such information was provided to the public.
Required
Explain whether in the event that the aforementioned reports are correct and Mr.
Martin be found guilty of an offence.
(10 marks)
(LO 7.1.4)
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Mock exam
You are given the following information for the year of assessment 2014/15 as
follows,
Revenue 700,000
Cost Of sales (420,000)
Gross Profit 280,000
Other Income
- Dividend (Net) 550
- Interest on treasury bills (Net) 675
- Profit on sale of fixed Assets 800
- Rent Income 600
- Profit on sale of shares 258 2,883
282,883
Expenses
- Distribution Cost 21,585
- Administrative cost 152,917
- Other Cost 250
- Finance cost 890 (175,642)
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1. You are informed that, the details of the property plant and equipment are
as follows:
a. The land was purchased in year 2009/10 for a value of Rs. 22,000,000 and
in 2010/11 company incurred Rs. 3,000,000 on Fences, Culverts, drains,
walls etc… and capitalized to the land costs.
b. Company is having two buildings for two factories at Kalutara and Kandy.
The value of Kalutara building was Rs. 12mn. and Kandy building was Rs. 10
mn. Kalutara building were constructed on 2001/02 and purchased by the
company on year 2012/13. Kandy building had constructed by the company
for using for the business. But 1/4th of the building had given on rent for a
main customer and he is paying Rs. 50,000 per month as rent.
c. 31st December 2014 Company had purchased Rs. 3.5 Million worth new
furniture and mistakenly it had not taken for the ledger therefore had not
depreciated during the year. This furniture had purchased by selling some
old furniture. Total cost of the sold furniture was Rs. 2.8 Million and sales
proceed was Rs. 3.2Million.
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f. Plant and machinery includes Rs. 5 Million Cost machineries which were
purchased on hire purchase agreement on 2012/13. Monthly rental value is
Rs. 500,000. In addition to this Rs. 2,000,000 worth air condition machine
was given by the company for one of his manager’s house. This machine had
purchased on 2013/14. Plant and machinery costs include Rs. 6.5 Million
worth new machineries purchased during the year. Company had incurred
Rs. 300,000 as cost of overseas trip for inspection and Rs. 500,000
improvements on these machineries and had capitalized. All other
machineries had purchased from the incorporation of the company.
2. Extract of the Notes to the accounts represent following expenses
Distribution Costs
Administration Cost
Salaries 98,000,000
Contribution to provident fund 16,000,000
Contribution to pension fund 18,000,000
Contribution to gratuity fund 17,000,000
Electricity 1,200,000
Entertainment 627,000
Repair Expenses – on rented building part 320,000
Donations 1,750,000
Legal Fees – recovery of loan 1,220,000
3. Advertising costs includes Rs. 2.5 mn salaries and wages paid to members of
the advertising staff, Rs. 500,000 for staff vacancy advertisement and Rs. 1.5
mn on advertising outside Sri Lanka.
4. Provision for bad debt includes specific provision of Rs. 580,000 and General
provision of Rs. 820,000 at the year end. Further recovered Rs. 300,000 from
a written off customer last year and this was allowed for tax purpose in the
same year.
5. Travelling expense includes Rs. 540,000 in respect of motor vehicle used for
the business, Rs. 85,000 on travelling from residence to office by office staffs
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and Rs. 75,000 from office to bank. In addition to these, total foreign
travelling includes Rs. 5 Million. Out of this Rs. 2.5Million incurred on
promotion of the company products in foreign countries and 800,000 for
cost of passage of person brought for consultation for shoe manufacturing
process at Kalutara factory. Last year company taxable profit was Rs. 80 mn
6. All the funds to which the contributions have been made on behalf of
employees have been approved by the Commissioner General, subject to the
limits imposed by them.
7. Other expenses include Ground rent of Rs. 175,000 and on this 150,000 had
paid in cash.
10. Self-assessment payments made during the year amounts to Rs.7, 500,000/-
Required
(LO 1.2.1, 1.2.2, 1.2.3, 1.2.4, 1.3.1, 1.3.2, 2.1.2, 2.2.1, 2.2.2)
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Mock exam
The income and expenditure account for the year ended 31st march 2015 is as
follows:
Income
School and hostel fees (Nominal) 100,000
Donation and subscription 500,000
Rent 1,200,000
Interest on fixed deposits (Net) 300,000
Interest on savings accounts (Gross) 50,000
Hiring income from auditorium 150,000
Annual exhibition income 180,000
Sales – Handicraft 150,000
Government grant 150,000
2,780,000
Expenses
Salaries and wages 800,000
Building maintenance 190,000
Raw material for handicraft 50,000
Depreciation 100,000
Administration Expenses 500,000
Annual exhibition expenses 600,000
Education and welfare 260,000
2,500,000
Notes
I. Profits and income from all the activities are re applied for the purpose of
the institution
II. A building belongs to the institution has been given on rent at Rs. 100,000
Per month and the rates and repair expenses for the year Rs. 30,000 and Rs.
70,000 respectively has been charged to the building maintenance account.
III. Handicrafts are manufactured by the inmates of the school in a workshop
and regular employees awe occupying to sell them at a monthly salary of Rs.
6,000, this is also included in salaries and wages.
IV. Depreciation has been charges on new furniture (Market value RS.
120,000).other assets are fully depreciated for tax purpose.
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Required
Calculate the tax liability of the company for the year of assessment 2014/15.
(13 marks)
B)The income and expenditure account of the association of small and medium scale
industrialists of Sri Lanka for the year ended 31st march 2015 is as follows.
Income
Membership income
Entrance fees 150,000
Subscription 5,567,500
Other income
Rent (gross) 1,200,000
Hall hire 200,000
Seminars 400,000
Interest on FD 500,000
7,817,500
Expenditure
Salaries 2,500,000
EPF 405,000
Staff training 75,000
Provision for gratuity 200,000
Building maintenance 350,000
Maintenance of office equipment 144,500
Insurance 400,000
Advertising 100,000
Rates 320,000
Depreciation 200,000
Entertainment 50,000
Vehicle maintenance 450,000
Excess of income over expenditure 2,623,000
7,817,500
Notes
I. Building maintenance includes of RS: 200,000 spent on repairs to the part
of the building let at a monthly rent of RS: 100,000
II. Rates include RS: 100,000 being rates paid in respect of premises let.
III. The total of entrance fees and subscription has been received from
members who can claim a deduction in respect of them under sec.25 of the
IR act.
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IV. Staff training and welfare includes a sum of RS: 50,000 paid for a computer
course followed by two employees.
V. Depreciation is in respect of fixed assets which were fully depreciated for
tax purposes.
Required
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Mock Exam Answers
Mock exam Answers
8 CA Sri Lanka
Mock exam Answers
1 Wood Tiles
Under the Sri Lankan company law, a company is possessed with the characteristic
of the company bearing a separate legal personality from that of its owners. In other
words, a company is considered to possess a separate existence and be capable of
suing and being sued under its own corporate name.
A related feature of a separate legal personality is the “veil of incorporation”. The
veil of incorporation is a legal concept that separates the personality of a company
from the personalities of its shareholders, and protects them from being personally
liable for the company's debts and other obligations. The landmark judgment of
Salomon v. Salomon Co. Ltd. recognises this legal principle where it was held that
the legal personality of a company is a veil or mask which covers the identity of its
shareholders.
In the aforementioned case Mr Salomon, converted his business in to a limited
liability company. He formed a company in which he himself, his wife and his
children were shareholders. He took out debentures in his own name. About a year
later the company became insolvent. The assets of the company were just sufficient
to pay the debentures and nothing was left to pay the unsecured creditors. The
creditors sued against Salomon to recover their amounts but it was held by court
that the company was a separate legal person distinct from Salomon as the
company had been validly formed, there was no fraud on the creditors. The
unsecured creditors got nothing. Therefore it is evident that the corporate veil acts
as a shield to prevent the owners of the company from being vested with any
liability in this regard.
However it must be noted that in some compelling situations, the courts lift the veil
of incorporation in order to hold that the owners of the company are liable for the
acts of the company. Where a fraudulent and dishonest use is made of the legal
entity, the individuals concerned will not be allowed to take shelter behind the
corporate personality. In such instances, the Court will disregard the corporate
personality and look behind the real persons who are in the control of the company.
In the present circumstances the question will therefore be asked as the purpose
for which the company Timber Tiles (Pvt) Ltd was incorporated. It has already been
revealed that John is under an obligation to refrain from having any business
dealings with the clients of his former company Wood Tiles (Pvt) Ltd. This is a
contractual obligation to which John is bound. With regard to these surrounding
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facts, the nature of the incorporation of Timber Tiles is made clear. Namely, merely
a few months subsequent to John leaving the employment of Wood Tiles, the new
company “Timber Tiles” (notably bearing a similar name to the company of his
previous employment as well) is incorporated and John’s clients from his previous
work place start doing business with the new business of which John is evidently
playing a pivotal role.
In these circumstances it is safe to conclude that the sole reason for the
incorporation of the company Timber Tiles is for the purpose of defeating the
contractual obligations owed by John to Wood Tiles. John is essentially using the
separate legal personality and the veil of incorporation of Timber Tiles for the
purpose of defeating the operation of the law. In such circumstances it can be
assumed that a strong possibility exists that a court will raise the veil of
incorporation in order to allow the legal obligations owed by John to be enforced.
Wood Tiles (Pvt) Ltd. can be advised to achieve a strong possibility of success. Can
be expected and should legal action be taken against the John and Timber Tiles (Pvt)
Ltd.
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b)
Harvey has already been running a successful business for a number of years.
Therefore it can be assumed that the business is already vested with a significant
amount of capital. Having this consideration in mind let us focus our attention to
Harvey’s needs, namely, a business that can expand without limitation; and a
business that can accumulate large capital at low cost.
Given the needs of Harvey, it is quite obvious that it is a Public Limited Company
that will suit Harvey’s needs. A Public Limited Company can possess an unlimited
number of shareholders which would amount to limitless expansion. Furthermore,
given the fact that the shares of a PLC can be issued for trade on the Colombo Stock
Exchange facilitates the accumulation of large quantities of capital at minimum cost.
Therefore it would on the face of it appear that the most suitable business model
for Harvey’s purposes is a PLC.
However it must be noted that PLCs are not considered to be the most suitable
business models to start-up companies. This is largely due to the fact that PLCs are
complicated to establish in being subject to much regulation. In this regard the fact
that the business has already been established and possibly vested with capital
might mean that the business is capable of taking a large leap from being a sole
proprietorship into a PLC. However, since Harvey seeks to retain control of the
business at the inception of incorporation, Harvey may be advised that as a
preliminary step, the business can be established as a Private Limited Company
until such time as it is well established and ready to expand into a PLC. This will
allow Harvey to retain additional control by limited the number of shareholders to
begin with and suit this additional need to Harvey as well.
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NOTICE IS HEREBY GIVEN that the Annual General Meeting of DEF (Pvt.) Ltd.
will be held on Thursday the 31st of July 2015 at 4.30 p.m. at the registered Office
of DEF (Pvt) Ltd., No. 143, School Lane, Colombo 05
2. To adopt Audited Accounts for the Financial Year ended 31st March 2015
together with the reports attached thereto.
3. To re-appoint Auditors.
Secretaries
Colombo
1st June 2015
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b)
(i) DEF (Pvt) Ltd.
Minutes of the Annual General Meeting of DEF (Pvt) Ltd. held on Thursday the
31st of July 2015 at 4.30p.m. at the registered Office of DEF (Pvt) Ltd., No. 143,
School Lane, Colombo 05.
Minute No. 2 – Audited Accounts for the Financial Year ended 31st March
2015 together with the reports attached thereto
The Audited Financial Statements for the year ended 31st March 2015 together
with Reports were tabled and adopted on the proposal of Mr. F seconded by Mrs.
E.
On the proposal of Mr. D, seconded by Mr. F, Mr. Susantha Chameera was re-
elected as Director.
CONFIRMED AS CORRECT
CHAIRMAN
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4 Time is up
a)
The winding up of a company can be either:
i) A winding up by court;
ii) A voluntary winding up; or a
iii) A winding up subject to the supervision of court.
The relevant procedure to be adopted sets out whether the winding up a company
can be commenced voluntarily by the stakeholders of the company, or as to whether
the winding up is imposed compulsorily by the law.
i) Winding up by court
The Companies Act provided that a company may be wound up by court if:
The company has by special resolution resolved that the company be
wound up by the court;
The company does not commence its business within a year from its
incorporation, or suspends its business for one year;
If the number of the members falls below the minimum number required
under the Act;
The company has no directors;
The company is unable to pay its debts; or
The court is of the opinion that it is just and equitable that the company
should be wound up.
If the grounds as set out under any of the aforementioned heads are found to be
present within a company, it shall be compulsory for the said company to be
wound up.
ii) Voluntary winding up
This type of winding up can be either a shareholders’ voluntary winding up
(where the company is solvent and able to pay its debts) or a creditor’s
voluntary winding up (where the company is, or will be, insolvent and unable to
pay its debts in full).
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where the company resolves by special resolution to the effect that it cannot
by reason of its liabilities continue its business and that it is advisable to
wind up.
b)
Given the circumstances that the company is unable to pay its debts, it would seem
prudent that the winding up of the company be compulsorily conducted. Mr. Lafeek
is a creditor of the company and therefore is vested with the right to demand that
the company make payment of the monies owed to him. In the event that the
company fails in its duty to make payment of the said debt and such debt is
undisputed, then Mr. Lafeek as a creditor will be entitled to institute liquidation
proceedings against the company.
In these circumstances it would appear that Mr. Lafeek will be entitled to make an
application for the winding up of the company either through a winding up by court,
or through a creditor’s voluntary winding up.
5 Inside information
The offence pertaining to the trading of shares and/or causing others to trade in
shares based on information that is not available to the public and instead only
available to those within the inner workings of a company is known as “Insider
Trading”. Insider trading revolves around the ability that a trader gains to obtain
considerable short term profit by trading on shares prior to the release of
information to the public. Therefore an unfair advantage is provided to such traders
at the expense of other traders who are not privy to such information.
If the reports are correct it would appear that Mr. Martin has caused information
that was not available on the public forum to be provided to strategic persons for
the purpose of obtaining a short term profit from the development that has taken
place in the company. This conduct therefore on the face of the surrounding facts
does appear to qualify under the prohibited action of insider trading.
The provisions contained in section 32 of the Securities and Exchange Commission
Act expressly sets out that an individual who is, or at any time during the preceding
six months has been knowingly connected with a company, shall not trade in listed
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Tax liability
Tax on taxable income – 126,275* 28% 35,357
Tax on dividend distributed
Total dividend 1,800
Dividend paid out of dividend received (550) 125
1250 * 10%
Schedule 01
Adjusted Profit from Business
+ -
Dividend 550
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Depreciation 28,000
Capital Allowance
Disposal of furniture
Sales proceeds 3,200
Tax written down value
Cost of the asset 2,800
Capital allowance
(2800*20%*2) 1,120 (1,680) - -
Taxable profit 1,520
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(12143)
Adjusted business profit 126,925
Add
Depreciation for during the year additions 738
(3,500*10%*3/12 + 6,500 * 10%)
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Computation of tax
102,875 x 10% = 10,287
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Part B
To decide whether the organization is to be an association or not
Total income 7,817,500
Membership Income 5,717,500 = 73%
Adjusted for net profit
+ -
Net profit 2,623,000
Depreciation 200,000 1,200,000
Staff training – Allowable expense
Provision 200,000
Building maintenance 200,000
Rates 100,000
Advertising – (100,000 x 25%) 25,000
Entertainment 50,000
3,398,000 (1,200,000)
(1,200,000)
Adjusted business profit 2,198,000
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