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MSA 2 Mock WITH SOLUTION by Sir Furqan & Sir Saud ST Academy June 24
MSA 2 Mock WITH SOLUTION by Sir Furqan & Sir Saud ST Academy June 24
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QUESTION 1
Established in 2005, Thatta Cycles (private) Limited (TCL) began as a bicycle rental company in response
to successful global bicycle-sharing schemes. Starting with three docks in Pak Land's Capital City, it
quickly expanded to 32 docks in the capital and 14 other cities nationwide. TCL was quoted on the Pak
Land’s Stock Exchange in 2010.
In 2012, PCL's board conducted a strategic review of Pak Land's micro mobility market due to declining
demand for traditional bicycles. This decline was attributed to commuters' reluctance to rely on pedal
power for short distances, despite Pak Land's flat terrain, as windiness made cycling tiring.
As an experiment, TCL adapted some Capital City docks for both electric and conventional bicycles,
allowing users to select between them for a slightly higher fee. These docks were strategically placed
for electric bicycle use on common routes. In addition, all Western City docks and bicycles were
replaced with electric ones. However, the introduction of electric bicycles had a limited impact on
demand.
In 2014, Pak Land mandated helmet use for cyclists, leading to decreased demand for both pedal and
electric bicycles. TCL responded by offering discounted helmets to its members as part of various
schemes.
The helmet legislation coincided with the emergence of two competing bicycle-sharing schemes in Pak
Land, initially targeting Capital City and later expanding into other areas. These competitors
experienced steady growth.
In 2016, TCL replaced bicycles with hoverboards in Western City, installing hoverboard-compatible
docks. This change was an instant success, as hoverboards required even less effort to ride than electric
bicycles. Hoverboards gained popularity among commuters, tourists, and shoppers, leading TCL to
replace bicycles with hoverboards throughout Pak Land.
TCL swiftly introduced its hoverboard-sharing program in Capital City and the 14 other cities where it
previously operated bicycle-sharing services. While other bicycle-sharing companies still offer pedal and
electric bicycles, they haven't shown interest in adopting hoverboards or other micro mobility options.
City authorities intend to monitor the impact of hoverboards on pedestrian flow, traffic, and safety. All
15 cities where TCL operates, including Capital City, have declared exclusivity for TCL in hoverboard-
sharing, with a focus on promoting bicycle sharing alongside it.
In Pak Land, road and pedestrian safety falls under the jurisdiction of town and city councils, the local
government bodies responsible for various services, including transportation. Any company aiming to
provide public transport, including micro mobility services, must obtain licenses from the relevant
council.
TCL, with 15,000 employees, including 2,000 at its Head Office, leverages its micro mobility expertise to
advise town and city councils on transportation and pedestrian flow.
b) Evaluate the CEO's proposal that the four executive directors should collectively own and manage
the risk of users modifying our hoverboards (5)
c) Identify and explain two major strategic challenges that we will face in meeting Greentown's needs
and recommend solutions. (6)
d) Evaluate the strategic implications for TCL of agreeing not to serve Kundan or any of the other
towns within 30 miles of StarTown. (5)
e) The TCL is planning to takeover Target Micro Mobility (private) Limited (TMB)
i. Explain how the estimates of post-merger values have been derived by the PCL’s Finance
Director and the company’s professional advisers (3)
ii. Further, indicate how the merger might contribute to the achievement of PCL’s stated financial
objectives (3.5)
iii. Comment briefly on the likely impact on share price and market capitalisation for each of PCL
and STL if a merger is agreed on the terms proposed by the TCL board (3)
iv. Moreover, calculate the maximum total amount and price per stock unit that TCL might agree
to offer to acquire the stock of STL, without reducing the wealth of PCL’s current shareholders
(1.5)
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Mock Exams June 24 (With Solution) Sir Furqan Ahmed &
MSA 2 - Management Professional Competence
Sir Saud Tariq
f) TCL has been pursuing an expansion strategy which has led to situation(s) specified in exhibits
below. The company has a published Code of Ethics, in which it commits itself to being “a company
that will trade fairly and sustainably”. Advise whether the situations conflict with ICAP’s Code of
Ethics. (9)
g) As the Head of Taxation, you are required to advise on the following matters: (7)
i. The income and sales tax implication on the transfer of net assets of bicycle division from SL to
ABC limited
ii. The corporate income tax implications on the income of ABC limited (ignore operational and
audits matters)
• StarTown is a city of 1.2 million people, located in the North of Gaeland. This region has
gone through a major economic redevelopment over the past 15 years, after the heavy
industries that had previously sustained the regional economy relocated overseas.
StarTown is close to completing a major redevelopment that will create many new jobs
in tourism, retail and financial services.
• Within the next year we will open a huge new city-centre shopping and commercial district. This will
comprise shopping malls, several large office complexes and other attractions including theatres,
concert halls and tourist attractions.
• We wish our new city centre to be an attractive place to work and visit. With that in mind, we will
create the largest pedestrianised area in Pak Land by banning motor vehicles (other than Police, Fire
and Ambulance services) from 6.00 am until 11.00 pm. Public transport will terminate at a major rail
and bus station on the edge of the city centre. There will be three large car parks, each located two
miles from the city oentre, from which motorists can continue their journeys to the city centre by
rail, bus or on foot
• We wish TCL to create a significant network of shared-hoverboard docks to serve the workers,
shoppers and tourists who will populate our new city centre. We envisage docks located at car
parking as well as the rail and bus station and also alongside shops, offices and other attractions. In
addition, we wish you to consider offering a shared bicycle service alongside hoverboards.
• We will appoint TCL as the sole provider of micro mobility services. In return, TCL will agree not to
provide any form of service to Kundan, our nearby rival, or any of the other towns or cities within 30
miles of StarTown.
Yours sincerely
Rohail Khan
CEO
ECONOMIC DATA
PCL’s economists have provided forecast rates of interest and inflation in the two main areas of
operations for the next 12 months as follows:
• The market value of the combined entity is predicted to reach £5,300 million.
• The expected earnings per share in the first-year post-merger will be 81.5p.
They believe this is a ‘conservative’ estimate as it excludes the estimated value of the software licenses
owned by STL.
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Sir Saud Tariq
A cash offer as an alternative to a share exchange is unlikely, although the board of TCL have not ruled
out this possibility should the bid turn hostile. However, a hostile bid would require substantial new
borrowing by TCL.
Except for the potential profit on the sale of the licenses, no savings or synergies from the merger have
yet been identified.
The non-current assets include an unused property which has a market value of Rs. 100,000. The
debentures pay a semi-annual coupon and are redeemable at the end of 20Y2. The gross redemption
yield on 20Y2 government bonds paying a similar level of coupon is 11%.
The P/E ratio for the quoted company sector in which SCL’s activities fall is around 15 times and the
sector’s gross dividend yield is around 11%. The beta of the sector is around 0.8 and the return on the
market is around 21%.
REQUIREMENT:
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Mock Exams June 24 (With Solution) Sir Furqan Ahmed &
MSA 2 - Management Professional Competence
Sir Saud Tariq
a) BFL wants to evaluate the suitable valuation of MCL. Therefore, following are required
to be reported: (12)
i) Estimate the value of MCL, using dividend-based model (two models) and assets-
based model.
ii) Explain the rationale behind each valuation, when it would be useful and why
each method gives a different value.
iii) Discuss the limitations of your analysis and what further information you
would require gaining greater assurance on the valuations.
c) Suggest the turnaround strategy for MCL so as improve its operational performance (8)
• Delays in the property development cycles, especially in starting times and completion times for
building projects, but also longer average times for obtaining planning permission on purchased
land.
• Falling property prices in the last two years.
• High interest charges on the bank loans.
• Overstaffing, and high health and safety costs.
EXHIBIT 2 – MCL: BRAND STRATEGY
The directors of MCL are optimistic about the longer-term future. They are aware that barriers to entry
into the market for building retirement homes may not be high for established building construction
companies, but they have a strategic objective of establishing MCL as a powerful brand within its sector
of the market. The directors believe that by creating a strong brand, the company will be able to win and
maintain a good share of its market niche.
The MCL is required to build strong brand identity in order to create a successful business over long
term via successfully competing in the market.
QUESTION 3
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High Q Furnitures Limited (CFL) is a listed company which manufactures high quality furniture. Shujaat
Khan (the Finance Director) has been concerned for some time about a decline in HFL’s sales which he
attributes to the market becoming more competitive. Although hoping for an upturn in market
conditions, this has not materialised and operating cash flows have worsened, resulting in poor liquidity.
Shujaat Khan commenced the meeting by summarising the current position: “The company is facing a
major financing crisis. CFL has suffered poor operating results in the economic downturn.
Despite drastically cutting back on new investment in plant and machinery, our overdraft has increased
substantially and while the board has a plan for recovery from 20X3, this will not be implemented unless
we can restructure our financing and thereby survive the short term.
“When we prepared our management accounts for the nine months ended 30 September 20X2, we
were in breach of loan covenants on our overdraft and our loan, both of which are with Source bank
Limited (W. Bank). A new manager, Zulfiqar Khan, from the bank’s recoveries department, has been
assigned by W. Bank to deal with our account. He explained that, as a result of the breach in the
covenants, all borrowings are immediately repayable and that the bank is unwilling to continue with
either the overdraft or the loan on the current terms. Therefore, CFL may need to enter into
administration if we cannot agree suitable new terms with W. Bank or refinance all our borrowing with
an alternative lender. Winding up the company would be a tragedy for all our stakeholders.
Requirement:
a) With respect to liquidity issues, following is required to be assessed:
i) Assess the current and future liquidity and solvency of CFL, assuming that refinancing would not
be available (8)
ii) Evaluate the impact of refinancing, as offered by W. Bank, on liquidity, solvency and cost of
financing (4)
b) Assess the impact on corporate governance arising from the improvements suggested by Zulfiqar
Khan (7)
c) The company need to get itself protected from fluctuation in interest rates. In this regard, explain
the following:
i) Usefulness of each of the alternatives given in Exhibit 4 (3)
ii) Briefly discuss the problems of using futures contracts to hedge exchange rate risks (3)
It is the bank’s view that responsibility for this situation rests with the CFL board.
Notwithstanding these concerns, W. Bank is willing to consider a new loan to CFL on the
following minimum key terms.
i) A new loan arrangement for a term of six years from 1 January 20X3 at a fixed annual
rate of interest of 10%.
ii) The maximum amount of the loan would be the lower of:
a) Rs. 20 million; and
b) 200% of net assets as recognized and measured in SL’s statement of financial
position as of 31 December 20X2 (including the existing loan and overdraft).
iii) The new loan must be used in full by CFL to repay the existing loan and overdraft
with W. Bank.
iv) The SL board must take responsibility for the company’s liquidity problem. Go- ing
forward, W. Bank therefore requires that a review of corporate governance should
take place with sufficient changes to assure the bank that SL has sufficient capability
to deliver a strategy for recovery. My suggestions are:
a) remove the employee representative from board committees
b) appoint two additional independent non-executive directors
c) separate the chairman and chief executive roles
The above terms should not be interpreted as an offer of a loan, but as minimum
conditions for consideration by W. Bank of a potential loan application by CFL.
CFL was established over 40 years ago by Essa Khan, who is the father of Ibrahim Khan, the
current chief executive. Essa had established a good reputation as a builder of quality furni-
ture, and the business expanded greatly in the last 10 years since his son Ibrahim took over.
TOTAL ASSETS
Notes Rs. 000
Non-current assets
Property, plant and equipment 1 20,000
Current assets
Inventories 3,000
Trade receivables 3,000
Cash 1,000
Total assets 27,000
Note
1. Depreciation amounts to Rs.1 million per annum and is included within
operating costs. The cost model was used in 20X1 and previous years. The fair
value of property, plant and equipment is Rs. 30 million. The company expects
to purchase Rs.1.25 million of new plant and equipment each year in order to
maintain operations at their current level.
2. The forecast does not take account of any refinancing of the loan and is
therefore based on the existing annual interest rate of 5% on the bank loan
and overdraft.
3. For tax purposes the company has substantial brought forward trading
losses and capital losses. It does not therefore expect any tax liability over
the period 20X3– 20X6.
• FRAs
QUESTION 1 (a)
CCSS and its counterparts have both high interest and high power.
The high interest arises because they have a responsibility to manage and protect street safety.
Preventable accidents reflect badly on them. The high power arises from the fact that the local
governments in each city can restrict the use of hoverboards or even ban them completely. The
Street Safety Departments will have little direct interest in the free and rapid flow of people on
the pavements and so they will have little direct concern if hoverboards are banned in the
interests of public safety. TCL should work to reassure these Departments that it will modify or
adapt its hoverboards to prevent any recurrence of these modifications or, indeed, any other
modifications that might be carried out. In the short term, it may be advisable for TCL to
suspend services for a month until the ability to modify hoverboards has been eliminated.
The emergency services, particularly ambulance and police, have a high interest in these
accidents because they consume resources when attending and investigating incidents. They
have little direct power; the ambulance service is required to assist injured pedestrians
regardless of the cause of their injuries and the police can only act if the law has been broken.
Both services can, however, push national or local lawmakers for changes. Public sympathy
would tend to support any such request. TCL should liaise with the emergency services, briefing
them on the action that will be taken and asking whether there is anything further that might
be done. It may be preferable to ensure that the emergency services are satisfied, even if that
would make hoverboards less attractive to users.
The insurance company has both high interest and high power. The high interest comes from
the fact that it must settle any insured losses and so there is potentially a significant financial
loss if accident rates increase. The high power comes from the fact that the insurer might
dispute liability because these accidents appear to have been the result of unauthorised
modifications. Even if the question of liability is unclear, the insurer may deny liability in the
first instance in order to force TCL to negotiate and possibly accept a reduced sum rather than
risk the cost and uncertainty associated with taking court action. The insurer will also be in a
position to increase the premium paid by TCL. It would be impossible to trade in this business
without insurance, so TCL would be forced to pay. It would be preferable for TCL to take a
proactive approach to working with the insurance company to resolve matters, seeking to
compromise over the wording and interpretation of the cover being provided.
PCL’s users will probably be the most difficult stakeholder to deal with because there will be
several groups, each with its own interest and power. Those users who modified the boards,
QUESTION 1 (b)
It could be argued that the Board has a collective responsibility for all risks that affect TCL and
so the suggestion that four directors should share this risk may be realistic. The fact that the
company was faced with an unexpected software challenge in this instance does not mean that
future modifications will take the same form, so it may be desirable for staff from all
backgrounds to be aware of the threat and to act accordingly. There may be a greater chance of
uncovering problems before they become too serious if managers from all backgrounds are
expected to share this responsibility and are actively looking for problems with hoverboards.
There is a danger that the assumption underlying this argument will prove to be unduly
optimistic. Managers may not be alert to the threat of modification because they believe that
colleagues from other functions will be better placed to look for it instead. There could be a risk
of warning signs being overlooked or even ignored altogether and then managers wasting time
in blaming colleagues for this failure.
The whole point of risk ownership is to ensure that there is a designated person or department
that is responsible for dealing with a particular risk. Imposing a responsibility on a reluctant
management team will still create a duty to monitor the threat, even if managers are
concerned that they may be unable to do so effectively. Imposing this duty will force managers
to take time out from other responsibilities to ensure that they are satisfied that unauthorised
modifications are not a serious matter.
The response of the directors is disappointing, and their attitude should not be encouraged. If
the directors are unwilling to accept responsibility at an executive level, then the managers who
report to them may take the same view, which could lead to an inadequate response to the
risk. If senior managers demonstrate a lack of commitment to the management of this risk,
then it is unlikely that their subordinates will.
QUESTION 1 (f)
SITUATION 1
Integrity – This situation could conflict with the fundamental principle of integrity.
ICAEW’s Code of Ethics highlights that the principle of integrity requires accountants to be
“honest, straightforward and truthful” in all business relationships. The principle of integrity
also implies that accountants should not be associated with any information which they believe
contains a materially false or misleading statement, or which is misleading by omissions.
Contains a materially false or misleading statement – The CEO has presented a very optimistic
forecast for PCL’s profits, but this could be misleading if the Government’s claim for damages
against the company is successful.
Omits information where such omission would be misleading – Although the Government’s
claim for damages would ‘materially affect’ PCL’s profit for the next year if it was successful, the
CEO did not mention the claim in his presentation to the analysts and journalists. This omission
is misleading, because it prevents the audience from being aware that PCL’s profit for the next
year might be materially lower than the figure given in the forecast.
Disassociation – The principle of integrity also requires professional accountants to disassociate
themselves from statements or information which have been ‘provided recklessly’.
Contains statements or information provided recklessly – The CEO prepared his forecast in a
hurry and did not check the figures with anyone else in TCL. Given that TCL is an international
company, the CEO could be seen as reckless for presenting a forecast without asking anybody
else in the company to confirm it. Such actions suggest the CEO has perfect knowledge of the
company and its prospects, but that seems very unlikely. This could also be seen to be falling
short of the professional competence and due care that would be appropriate in this instance.
• Any moveable property held for personal use (taxable in the hands of person).
The gain (if any) on transfer of individual assets would be taxable as follows:
• The gain on depreciable assets and stock-in-trade would be taxable as business income
under section 21 of ITO at corporate rate of 29%; and
• The gain on other assets would be taxable as capital gain under section 37 of ITO at
corporate rate of 29%.
It is notable that the transfer of asset can only be categorized as sale of asset if transaction is
executed between two individual parties. However, in this case, the transfer of assets
between TCL and XYX is in substance do not even qualify for transfer since XYX is wholly
owned subsidiary of TCL and there exist same shareholders behind the transfer. Therefore,
even taxability of gain on such transfer is debatable.
Sales Tax Implications (section 49):
Assuming that ABC is registered under Sales Tax Act, 1990, sale or transfer of ownership of a
manufacturing activity of bicycle (taxable activity) to another registered person as an ongoing
concern, is transferred through a zero-rated invoice and the sales tax chargeable thereon shall
be accounted for and paid by the registered person to whom such taxable activity or part
thereof is transferred which means that sales tax is not chargeable at the time of transfer.
However, as discussed above, the characterization of transfer as sale is questionable.
• The business turnover does not exceed Rs. 80 million which is below Rs. 250 million
The tax payable by XYX, being small and medium enterprises, shall be computed as per rules
made under the Fourteenth Schedule in compliance with section 100E of ITO.
The fourteenth schedule provides that there shall be following two categories of small and
medium enterprises and tax on their taxable income shall be computed at the tax rates given in
the table below, namely:
1. Category -1 Where the annual business turnover does not 7.5% of taxable
exceed Rupees 100 million income
Moreover, the small and medium enterprises may opt for taxation under final tax regime at the
rates given in the table below:
1. Category -1 Where the annual business turnover does not 0.25% of gross
exceed Rupees 100 million turnover
The aforesaid option shall be exercised at the time of filing of return and option one exercised
shall be irrevocable for three tax years.
Ke = 11 + 0.8(21‐11) = 19%
The market value (MV) of the company is given by the formula MV = D1 / (ke – g) where D1 is
the prospective dividend (estimated as Do × {1 + g}), ke is the cost of equity and g is the
expected growth rate in dividends. The value of g can be estimated from extrapolating the
dividend growth of MCL over the last few years and is 11% (√{185/150} – 1).
Since this valuation relies on the beta of quoted companies and would give the value of a
quoted company’s dividend stream, this value should be discounted.
Adjusting for the value of the unused property, the value of the business would be around Rs.
1,640,000.
The assumption that past dividend growth of 11% will continue in the future may not be valid.
It has been assumed the company will dispose of the unused property even if BFL only obtains
a minority holding.
Including the proceeds from the assumed sale of the unused property, the valuation of MCL
would be Rs. 1,109,000.
It has been assumed that the company will dispose of the unused property, even if BFL does
not acquire a controlling shareholding.
NOTE: The precise calculation here using the square root is probably over the top and gives a
spurious level of accuracy. A six‐monthly factor of 7% would be just as good.
The total value of the company’s equity is therefore Rs. 2,500,000 – Rs. 1,047,000 = Rs.
1,453,000.
The value of intangibles such as brands and goodwill may not be included in the above
valuation. The required yield on the loan stock has been estimated and the 14% may not be
appropriate.
Replacement cost of assets may be appropriate to use for a purchaser who is considering
starting up an equivalent business from scratch. The problem will be in identifying the cost of
replacing intangible assets such as goodwill and brands.
The dividends of MCL, by contrast, have grown at a reasonably constant rate over the three‐
year period regardless of earnings performance. Since the dividends have grown at a much
slower rate than earnings, this explains the much lower valuations using dividend‐based
methods.
The dividend policy may give a clue as to the directors’ expectations for future profitability and
sustainable dividend growth. If this is the case, then the dividend‐based methods are likely to
give the most appropriate valuations.
The asset‐based valuation is the lowest of the four figures. This is probably because the
company derives its value not from its assets base but from its earnings stream and cash flows.
Question 2 (b)
The board of MCL have a strategic objective of creating a strong brand for the company’s
name. Without the benefit of detailed research, my view is that the company is not sufficiently
well‐established, having been in existence for only five years, to have a strong brand image
among potential customers. A brand can only be developed over time.
In the market for retirement homes, the strength of a brand is likely to depend largely on
product quality and a reputation for good customer service and ethical business practices
(Including concerns for health and safety). High product quality should also help to improve the
resale value of retirement homes, adding further to the company’s reputation. The company’s
board has identified key risks in the business. These include reputational risks linked to the
quality of homes that are built and customer satisfaction, and health and safety risks (Which
would have a consequence on the company’s reputation in the event of a serious accident in a
property under construction or in a completed home).
In my view, given the fact that MCL is a fairly new company and a relatively market, brand
strategy is an issue for the longer term, and is not necessarily something company should be
concerned about at the moment. The quality of built homes and health and safety issues are
all important, but at the moment they are important a successful business rather than a strong
brand image.
The turnaround for MCL ’s business will depend largely on a recovery in property prices and in
demand for retirement properties. Property prices are dependent on the market, and so are
largely outside the company’s control. Sales demand may also be influenced largely by market
conditions; however, there may well be scope for improvements in sales performance.
An important factor in constructing and selling residential properties is the length of the cycle
between acquiring land for development and completing the sale of constructed properties. A
long cycle means fewer sales than if the cycle is shorter. For example, if the cycle for building
and selling homes is one year, sales potential will be twice what it would be if the length of the
cycle were two years.
The board of MCL has identified a problem with the building cycle, with delayed starting times
for new building and late completion of construction projects. The problems with delays should
be investigated, and an attempt should be made to remove or reduce delays in the
construction process. Provided that there is sufficient demand for completed homes, any
reduction in the building cycle time will result in higher sales volumes.
There may also be weaknesses in the performance of the sales department. Clearly there is
some delay in selling completed homes. At the end of 20X4, inventory of finished housing was
Rs. 63.4 million, representing a turnover period of over 9 months (63.4/81.4 × 12). If there is
sufficient demand for retirement homes, it is surprising that it takes over nine months on
average to sell a completed home. Improving the building cycle time will not result in higher
sales if the outcome is simply to add to inventories of unsold finished apartments.
Even though there may be weak demand in the market, it would be surprising if measures
could not be taken to reduce the overall length of the cycle between acquiring land for
development and selling completed properties. MCL appears to have an arrangement
for the sale of some properties where it retains the right to some of the proceeds from
reselling. I would recommend further investigation into this selling arrangement, to establish,
on the one hand, whether it might offer opportunities for more sales but, on the other, the
impact this could have on cash flow and working capital cycles. As a more general
recommendation, the performance of the sales department should be monitored, and if the
company does not yet have one, an incentive scheme to reward successful sales and marketing
personnel might be considered.
There are probably also opportunities for cost savings. The increase in administrative and other
operating costs in 20X4, in spite of a fall in sales volume, would suggest that expenditures may
be out of control. Even a 1% reduction in total costs (cost of sales, administrative costs and
other operating costs) would improve operating profit by about Rs. 1 million. One aspect of
spending to consider is the local responsibility of project managers for purchasing and hiring
labour. Although it may be necessary to hire labour locally for building projects, there may well
be opportunities for cost savings if purchasing is organised centrally for building materials and
The comments have so far focused mainly on profitability. It is important to recognise also that
MCL needs adequate funding for its operations. A shorter cycle between land purchase and
selling completed homes should reduce working capital and improve cash flows. However, the
company needs sufficient finance for its working capital, including land sales and costs of
constructing new buildings. It is critically important that the company should continue to
acquire land for its land bank, and that it should be successful in obtaining planning
permissions to build. In view of the small amount of cash held by MCL at the end of 20X4, my
view is that new funding is required. Without further investigation, I cannot estimate how
much would be sufficient.
Over the current planning horizon of four years (from 1 January 20X3 to 31 December 20X6)
for which data is available the operating and investment cash flows are as follows (assuming
finance continues to be available at 5%)
Rs. In thousand
Notes
(1) There may be other adjustments to profit in addition to depreciation to obtain operating
cash flows (eg, working capital adjustments). More information would be needed.
(2) The increase in the cash balance may be used to reduce the overdraft and therefore reduce
overdraft interest each year. If this assumption were to be made, then cash flows would be as
follows:
WORKING
Finance costs
Finance costs relate to the loan plus overdraft
In terms of liquidity, on the basis of operating and investment cash flows SL is generating
surplus cash which is sufficient to cover interest payments and increase net cash balance by Rs.
2 million in 20X3 and more than Rs. 2 million in each subsequent year due to the reduction of
the overdraft and therefore the reduced overdraft interest.
The key issue in terms of solvency is however financing cash flows. While sufficient cash is being
generated to meet interest payment obligations and new investment requirements (CAPEX),
the breach of the covenant has generated the possibility of the need for an immediate capital
repayment of Rs. 20 million (Rs. 10 million overdraft and Rs. 10 million bank loan).
Operating cash flows are not sufficient to make these capital repayments immediately hence
the solvency of the business is in question unless the debt can be refinanced.
The issue of solvency concerns the probability of being able to refinance the Rs. 20 million of
loan and overdraft given the bank’s declaration that it is unwilling to continue under the
present arrangements. Indeed, BB may be unwilling to refinance at all, given that the suggested
terms “should not be interpreted as an offer of a loan, but as minimum conditions for
consideration by BB of a loan application by SL.
Therefore, failure to arrange refinancing quickly seems likely to place the company in
an insolvent position. However, given the alternative forms of finance being negotiated there
seem reasonable prospects that a refinancing package can be obtained.
Even if refinancing is acquired, then it seems unlikely that it will be on such favorable terms as
the current 5% under any of the suggested arrangements (the specific liquidity and solvency
implications of the separate new financing packages are considered below). The implications of
servicing a higher interest rate have consequences for current liquidity and future solvency as
lower annual cash flows will be generated, and the overdraft will take longer to repay. There is
limited capacity however to service capital repayments. If for instance the interest rate on the
new loan doubles this would increase interest payments and reduce profit by Rs. 1 million per
year. Therefore, cash available to repay the Rs. 20 million of capital would reduce from Rs. 2
million per year to Rs. 1 million.
However, the transformation of the short‐term overdraft into a longer‐term loan under all the
financing options provides greater medium‐term solvency as it precludes immediate demands
for repayment by the finance provider (unless there is another covenant breach).
CONCLUSION
SL’s continuing solvency is dependent on the ability to refinance the current Rs. 20 million of
overdraft and loan with Jiddat Bank. Insolvency seems almost inevitable if refinancing cannot
be achieved.
With a high interest rate, interest on the new loans can be covered but, unless the directors’
plan for recovery engenders growth, greater profitability and cash inflows, it is difficult to see
how significant capital repayments can be serviced beyond the medium term.
Question 3 (a)(ii)
Note: The above table does not consider the reduction in overdraft interest payments arising
from the declining overdraft. This is because the short‐term overdraft is being refinanced into
longer term debt which is entirely repayable in 20X8. However, surplus cash flows could be
reinvested to generate some investment income or prepay part of the loan, if this is permissible
under the contract.
Nevertheless, extrapolating the trend in the above table shows that the cash flow generated
after CAPEX is only Rs. 1 million per year. SL would therefore not be able to repay the Rs. 20
million new Jiddat Bank loan on 31 December 20X8, from current cash inflows and would need
to refinance again at this date. The directors’ plan for recovery may improve cash flows but any
additional cash investment required by the new plan would need to be recoverable within the
six-year term of the loan if it is to make a favourable difference.
Therefore, while a new loan of Rs. 20 million with Jiddat Bank would address the immediate
liquidity and solvency issue it would really only defer it to 20X8 when the new loan becomes
repayable. A key reason for this, is the higher rate of interest which, at 10%, is significant
additional cash outflow each year.
The key risk is therefore insolvency risk when the new loans become repayable in six years.
This leaves the issue of whether Jiddat Bank would be willing to extend the full Rs. 20
refinancing loan.
According to Mr. Pasha, the maximum amount of the loan would be the lower of:
• Rs. 20 million; and
• 200% of net assets as recognized and measured in accordance with IFRS, in SL’s statement
of financial position on 31 December 20X2 including existing loans.
Using the draft statement of financial position net assets at the expected carrying amount are
valued under the cost model at Rs. 6 million giving a maximum loan of Rs. 12 million. This would
not be enough to refinance the existing loan and overdraft in the absence of alternative or
additional financing. Additional debt finance may be difficult to obtain or expensive as Jiddat
Bank is likely to require a first charge over assets.
Assuming a revaluation would be acceptable to Jiddat Bank, this would mean that if all PPE
were to be revalued to Rs. 30 million then net assets would increase to Rs. 16 million and
therefore, under the Jiddat Bank formula, all Rs. 20 million would be available (i‐e, Rs. 20m <
200% × Rs. 16m = Rs. 32m).
COST OF FINANCE
This is a straight vanilla loan, so the nominal cost is the same as the effective rate at 10% per
annum. Any transaction charges may increase the rate, but these are likely to be small on this
type of loan.
Question 3 (b)
Corporate governance includes the set of processes, customs, policies, laws and institutions
affecting the way in which an entity is directed, administered or controlled. Corporate
governance serves the needs of shareholders, and other stakeholders, by directing and
controlling management activities towards good business practices, objectivity and integrity in
order to satisfy the objectives of the entity.
The role of the board in corporate governance requires a service/strategy role and a control
role. The service/strategy role requires a level of expertise and experience by individual
directors that enable appropriate strategies and operations to be pursued. The control role
requires non‐executive directors to have an appropriate degree of independence from the
executive directors and managers in order to monitor performance and risk on behalf of
shareholders and other stakeholders.
The suggestions by Mr. Pasha are representative of the interests of a particular stakeholder
group, Jiddat Bank. They may not therefore be appropriate to the interests of all stakeholder
groups. However, it may be necessary or desirable to take new loan finance from Jiddat Bank
since no alternative source of finance is available.
This demand by Jiddat Bank therefore seems reasonable in asking for a separate chairman to
act as a counterweight to Shujaat. It is not however specified as to who might take this role (eg,
an existing director or a NED). The effectiveness of separation would therefore depend on the
independence and skills of the new chairman.
Question 3 (ci)
Question 3 (cii)
PROBLEMS ASSOCIATED WITH FUTURE CONTRACTS
Tailoring of contracts
The contracts cannot be tailored to the user’s exact requirements. Futures are dealt with on
currency exchanges using standard contract sizes and the amount to be hedged may not be an
amount that can be hedged using a whole number of contracts. In addition, futures are only
available for standard delivery dates that may not correspond to when the company is receiving
or paying currency. This means that the company will have to eliminate its commitments under
the futures contracts by closing out; undertaking a second futures transaction that reverses the
effect of the first one.
Hedge inefficiencies
Having to deal in a whole number of contracts means that there may be an amount that is not
hedged by futures, or the futures hedge a larger amount than required. The company can leave
the difference unhedged and exposed to currency risk or use a forward contract to hedge the
difference at a different rate. Hedge inefficiencies are also caused by basis risk, the risk that the
futures contract price will move by a different amount from the price of the underlying
currency.
Limited availability
Only a limited number of currencies are the subject of futures contracts (although the number
of currencies is growing).
Potential losses
Volatile trading conditions on the futures markets mean that the potential loss can be high.
iii) IMPACT ON TCL AND STL OF MERGER (CAPITALIZATION AND SHARE PRICE)
S.No Description Marks
1. Current market price of STL compared with offered price 1.25
2. Current market price of TCL compared with offered price 1.25
3. Conclusion of market behavior for merger 0.5
iv) IMPACT ON TCL AND STL OF MERGER (CAPITALIZATION AND SHARE PRICE)
S.No Description Marks
1. Calculation 0.5
2. Comments on factors of calculation 1.0
QUESTION 2
a) ISSUES ASSOCIATED WITH VALUATION AND METHODS OF EVALUATION
S.No Description Marks
1. Dividend valuation model computation (discussion is not 1.0
necessary) (point ‘i’)
2. Limitation of dividend valuation model (point ‘i’) 1.0
3. Usefulness of dividend valuation model (point ‘i’) 1.0
4. Dividend yield model computation (discussion is not 1.0
necessary) (point ‘i’)
5. Limitation of dividend yield model (point ‘i’) 0.5
6. Usefulness of dividend yield model (point ‘i’) 1.0
7. Dividend yield model computation (discussion is not 1.0
necessary) (point ‘i’)
8. Limitation of dividend yield model (point ‘i’) 0.5
9. Usefulness of dividend yield model (point ‘i’) 1.0
10. Discussion on reliability of valuation based on earnings 1.0
(point ‘ii’)
11. Discussion on reliability of valuation based on dividend 1.0
(point ‘ii’)
12. Discussion on reliability of valuation based on assets 0.5
(point ‘ii’)
13. Only identification of additional information required 1.5
(point ‘iii’)
QUESTION 3 (b)
EVALUATION OF CHANGES RECOMMENDED BY BANKERS
S.No Description Marks
1. Role of COCG in existing situation and evaluation of existing board 2.0
structure
2. Removal of employees from remuneration and nomination committee 1.5
3. Appointment of two additional NEDs 2.0
4. Separation of chairman and chief executive roles 1.5