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10
ACCOUNTING STANDARDS
FOR CONSOLIDATED
FINANCIAL
STATEMENTS
UNIT 1 ACCOUNTING STATDARD 21
CONSOLIDATED FINANCIAL STATEMENTS
LEARNING OUTCOMES
After studying this chapter, you will be able to:
Understand the concepts of Group, holding company and subsidiary
company.
Apply the consolidation procedures for consolidation of financial
statements of subsidiaries with the holding companies.
Prepare the consolidated financial statements and solve related
problems
UNIT OVERVIEW
Concept of
Purpose and Minority
Group, Components Calculation Elimination of
method of Interests;
Holding of of Goodwill/ Intra-Group
preparing Profit or
Company Consolidated Transactions and
consolidated Capital Loss of
and Financial other
financial Reserve Subsidiary
Subsidiary Statements Adjustments
statements Company
Company
Note: As per the syllabus, the unit covers simple problems on consolidated
financial statements with single subsidiary and excludes problems involving
acquisition of Interest in Subsidiary at Different Dates, Cross holding, Disposal of
a Subsidiary and Foreign Subsidiaries.
(ii) exercises or controls more than one-half of the total share capital either at
its own or together with one or more of its subsidiary companies:
The subsidiary company shall have a right to vote at a meeting of the holding
company only in respect of the shares held by it as a legal representative or as a
trustee, as mentioned above in point (a) and (b).
Applicable Accounting Standard
Accounting Standard (AS) 21: Consolidated Financial Statements provides
guidance on preparation of Consolidated Financial Statements, the purpose of
which is discussed in Para 3 below.
This Standard came into effect in respect of accounting periods commenced on
or after 1-4-2001. AS 21 lays down principles and procedures for preparation and
presentation of consolidated financial statements. Consolidated financial
statements are presented by the parent (holding company) to provide financial
1.2 OBJECTIVES OF AS 21
The objective of this Standard is to lay down principles and procedures for
preparation and presentation of consolidated financial statements. Consolidated
Financial Statements are prepared by the holding/parent company to provide
financial information regarding the economic resources controlled by its group
and results achieved with these resources. These consolidated financial
statements are prepared by the parent company in addition to the financial
statement prepared by the parent company for only its own affairs. Hence parent
company prepares two financial statements, one for only its own affairs and one
for taking the whole group as one unit in the form of consolidated financial
statements. Consolidated financial statements usually comprise the following:
▪ Consolidated Balance Sheet
▪ Consolidated Profit & Loss Statement
▪ Notes to Accounts, other statements and explanatory material
▪ Consolidated Cash Flow Statement, if parent company presents its own cash
flow statement.
While preparing the consolidated financial statement, all other ASs and
Accounting Policies will be applicable as they are applied in parent company’s
own financial statements.
A parent which presents consolidated financial statements should consolidate all
subsidiaries, domestic as well as foreign. Where an enterprise does not have a
subsidiary but has an associate and/or a joint venture such an enterprise should
also prepare consolidated financial statements in accordance with Accounting
Standard (AS) 23, Accounting for Associates in Consolidated Financial Statements,
and Accounting Standard (AS) 27, Financial Reporting of Interests in Joint
Ventures respectively.
CFS are intended to show the financial position of the group as a whole - by
showing the economic resources controlled by them, by presenting the
obligations of the group and the results the group achieves with its resources.
Assume that you are holding 10 shares of Reliance Industries Limited, one of the
largest conglomerates in India. If you look at Reliance Industries Limited’s
separate (standalone) balance sheet, you can see investments in subsidiaries like
Jio Platforms Limited, Reliance Jio Infocomm Limited, Reliance Retail Limited etc.
Now, if we see the standalone financials of Reliance Industries Limited, the
revenue is generated from Oil & Gas Business. However, we all know that equally
significant for Reliance Industries Limited is the revenue generated from its
subsidiary companies. Further, being a holding company, all operational decisio ns
of the subsidiary companies are taken by Reliance Industries Limited. In other
words, though the holding company and its subsidiaries are legally different
entities, in substance, all the operations of the subsidiaries are merely an
extension of the holding company, and the assets and liabilities of the
subsidiaries are controlled by the holding company.
The company shall also attach along with its financial statement, a separate
statement containing the salient features of the financial statement of its
subsidiary or subsidiaries in Form AOC-1 as per Rule 5 of the Companies
(Accounts) Rules, 2014.
For the purpose of section 129, ‘subsidiary’ includes ‘associate company’ and
‘joint venture’ which means that the company would be required to prepare
consolidated financial statements including associate/ joint venture even if there
is no subsidiary of a company.
In case of a company covered under sub-section (3) of section 129 which is not
required to prepare consolidated financial statements under the Accounting
Standards, it shall be sufficient if the company complies with provisions of
consolidated financial statements provided in Schedule III of the Act.
(ii) it is a company whose securities are not listed or are not in the process of
listing on any stock exchange, whether in or outside India; and
AS21 also lays down the accounting principles and procedures for preparation
and presentation of consolidated financial statements which have been covered in
the later part of this chapter.
1.5 SCOPE OF AS 21
1. This Standard should be applied in the preparation and presentation of
consolidated financial statements for a group of enterprises under the
control of a parent.
2. This Standard should also be applied in accounting for investments in
subsidiaries in the separate financial statements of a parent.
3. In the preparation of consolidated financial statements, other Accounting
Standards also apply in the same manner as they apply to the separate
statements.
4. This Standard does not deal with:
a. methods of accounting for amalgamations and their effects on
consolidation, including goodwill arising on amalgamation (see AS 14,
Accounting for Amalgamations);
1.6 CONTROL
The consolidated financial statements are prepared on the basis of financial
statements of parent and all enterprises that are controlled by the parent, other
than those subsidiaries excluded for the reasons set out in paragraph 11 of AS 21.
Control exists when the parent owns, directly or indirectly through subsidiary(ies),
more than one-half of the voting power of an enterprise. Control also exists when
an enterprise controls the composition of the board of directors (in the case of a
company) or of the corresponding governing body (in case of an enterprise not
being a company) so as to obtain economic benefits from its activities.
(i) the board of directors of a company, if it has the power, without the
consent or concurrence of any other person, to appoint or remove all or a
majority of directors of that company. An enterprise is deemed to have the
power to appoint a director, if any of the following conditions is satisfied:
(ii) the governing body of an enterprise that is not a company, if it has the
power, without the consent or the concurrence of any other person, to
appoint or remove all or a majority of members of the governing body of
that other enterprise. An enterprise is deemed to have the power to appoint
a member, if any of the following conditions is satisfied:
Acquisition
of
Subsidiary
Evaluation
Single Advantages of of Holding
Source
Document Consolidation Company in
the market
Intrinsic
value of
share
(i) Single source document: From the consolidated financial statements, the
users of accounts can get an overall picture of the Group (i.e. holding
company and its subsidiaries). Consolidated profit and loss account gives
the overall profitability of the group.
(ii) Intrinsic value of share: Intrinsic share value of the holding company can
be calculated directly from the Consolidated Balance Sheet.
(iv) Evaluation of holding company in the market: The overall financial health
of the holding company can be judged using consolidated financial
statements. Those who want to invest in the shares of the holding company
or acquire it, need such consolidated statement for evaluation.
Consolidated Statement of
statements
6. The results of operations of a subsidiary are included in the CFS as from the
date on which parent-subsidiary relationship came in existence.
The results of operations of a subsidiary with which parent-subsidiary
relationship ceases to exist are included in the consolidated statement of
profit and loss until the date of cessation of the relationship.
The difference between the proceeds from the disposal of investment in a
subsidiary and the carrying amount of its assets less liabilities as of the date
of disposal is recognised in the consolidated statement of profit and loss as
the profit or loss on the disposal of the investment in the subsidiary.
In order to ensure the comparability of the financial statements from one
accounting period to the next, supplementary information is often provided
about the effect of the acquisition and disposal of subsidiaries on the
financial position at the reporting date and the results for the reporting
period and on the corresponding amounts for the preceding period.
7. An investment in an enterprise should be accounted for in accordance with
AS 13, Accounting for Investments, from the date that the enterprise ceases
to be a subsidiary and does not become an associate.
Consolidation Adjustments
P Ltd. S Ltd.
Non-current Assets:
PPE 2,000 500
Investment in Subsidiary 1,000
Net Current Assets 2,000 500
5,000 1,000
Issued Capital 500 1,000
Reserves and Surplus 4,500
5,000 1,000
P Ltd. acquired 100% of shares of S Ltd. on 31 March 20X1 for ` 1,000.
Since P Ltd. has acquired S Ltd., we will have to determine goodwill / capital
reserve. Let us understand why goodwill / capital reserve arises in case of
consolidation, and what would be the interpretation of the same.
In the given case, P Ltd. acquired all the shares of S Ltd. by paying ` 1,000. This
payment (i.e., purchase consideration) would be made by P Ltd. to the
shareholder(s) of S Ltd. (hence the transfer of this amount would not appear in the
books of S Ltd.).
By paying ` 1,000, P Ltd. has acquired ‘control’ over S Ltd. This acquisition is quite
different from the concept of amalgamation done in accordance with AS 14, though
the concept of goodwill / capital reserve is similar. Under AS 14, the target
company would generally liquidate, and all assets and liabilities would be
transferred from the Selling Company to the Purchasing Company. In case of
consolidation, P Ltd. is acquiring ‘control’ i.e., by way of acquiring equity shares in S
Ltd.. Thus, S Ltd. continues to exist, and the assets and liabilities of S Ltd. are not
transferred to P Ltd., but instead continue to remain with S Ltd. only. However, since
in substance, acquisition has taken place (albeit through transfer of control), the
purchase consideration of ` 1,000 will be compared with the net worth of
S Ltd., which is ` 1,000. Since amount paid (i.e., purchase consideration) equals the
net worth, no goodwill / capital reserve is recognized. In case the amount paid (i.e.,
purchase consideration) would be higher / lower than the net worth of S Ltd., such
difference would be recognized in Goodwill / Capital Reserve respectively.
The calculation of goodwill is presented below:
1,000
Example 2
Modifying example 1, the following information is given as at 31 March 20X1
P Ltd. S Ltd.
Non-current Assets:
PPE 2,000 500
Investment in Subsidiary 1,000
Net Current Assets 2,000 500
5,000 1,000
Issued Capital 500 700#
Reserves and Surplus 4,500 300#
5,000 1,000
# As compared to Example 1 – There is a difference in the break-up of net worth of
S Ltd. (Example 1 – Issued capital was 1,000 and Reserves and Surplus was Nil; The
Net worth is 1,000).
P Ltd. acquired 100% of shares of S Ltd. on 31 March 20X1 for ` 1,000.
Like Example 1 above P Ltd. has acquired ‘control’ over S Ltd. by paying ` 1,000.
Accordingly, the purchase consideration of ` 1,000 will be compared with the net
worth of S Ltd. which is ` 1,000. Since amount paid (i.e., purchase consideration)
equals the net worth, no goodwill / capital reserve is recognized. In case the
amount paid (i.e., purchase consideration) would be higher / lower than the net
worth of S Ltd., such difference would be recognized in Goodwill / Capital Reserve
respectively.
The calculation of goodwill is presented below:
Example 3
Modifying example 2, the following information is given as at 31 March 20X1
P Ltd. S Ltd.
Non-current Assets:
5,200 1,000
Issued Capital 700 700
Reserves and Surplus 4,500 300
5,200 1,000
1,000
Less: Liabilities NIL
Net Worth of S Ltd. 1,000
Minority interests in the net income of consolidated subsidiaries for the reporting
period are identified and adjusted against the income of the group in order to
arrive at the net income attributable to the shareholders of the holding company .
(ii) The minorities’ share of movements in equity since the date the parent-
subsidiary relationship came in existence.
The losses applicable to the minority in a consolidated subsidiary may exceed the
minority interest in the equity of the subsidiary. The excess, and any further losses
applicable to the minority, are adjusted against the majority interest except to the
extent that the minority has a binding obligation to and is able to make good the
losses. If the subsidiary subsequently reports profit, all such profits are allocated
to the majority interest until the minority’s share of losses previously absorbed by
the majority has been recovered.
Example 4
Modifying Example 2, the following information is given as at 31 March 20X1:
P Ltd. S Ltd.
Non-current Assets:
5,000 1,000
5,000 1,000
In the given case, P Ltd. acquired 80% of the shares of S Ltd. by paying ` 1,000. This
payment (i.e., purchase consideration) would be made by P Ltd. to the
shareholder(s) of S Ltd.
By paying ` 1,000, P Ltd. has acquired ‘control’ over S Ltd. We cannot say that P
Ltd. has acquired only ‘80% control’, since its shareholding in S Ltd. will enable it to
take all the decisions regarding S Ltd.’s operations and usage of assets and
repayment of liabilities. However, the fact remains that 20% stake does NOT belong
to S Ltd. It belongs to outsiders, who are called ‘Minority Interest’ in accordance
with AS 21. Accordingly, in this case, the purchase consideration of
` 1,000 will be compared with 80% of the net worth of S Ltd. Any excess or deficit
would be recorded as goodwill / capital reserve respectively. 20% of the net worth
on the date of acquisition would be recorded separately as Minority Interest.
AS 21 defines Minority Interest as that part of the net results of operations and of
the net assets of a subsidiary attributable to interests which are not owned, directly
or indirectly through subsidiary(ies), by the parent. As per Schedule III to the
Companies Act, 2013, “Minority Interests” in the balance sheet within equity shall
be presented separately from the equity of the owners of the parent.
800
Profits (or losses) earned (or incurred) by subsidiary company up to the date of
acquisition of the shares by the holding company are pre acquisition or capital
profits (or loss).
The minority interest in the reserves and profits (or losses) of subsidiary company
should be transferred to minority interest account which will also include share
capital of subsidiary company held by outsiders / minority shareholders.
The holding company’s interest in the pre-acquisition reserves and profits (or
losses) should be adjusted against cost of control to find out goodwill or capital
reserve on consolidation. The reserves and profits (or loss) of subsidiary company,
representing holding company’s interest in post-acquisition or revenue reserves
and profits (or losses), should be added to the reserves and profits (or losses) of
holding company.
Depreciation on changed value of the assets shall be given effect to. Depreciation
on revalued assets will be taken as capital or revenue depending on the period
for which the depreciation belongs to. Hence the period for depreciation is
important to be considered.
Example 5
H Ltd. acquires 70% of the equity shares of S Ltd. on 1.1.20X1. On that date, paid
up capital of S Ltd. was 10,000 equity shares of ` 10 each; accumulated reserve
balance was ` 1,00,000. H Ltd. paid ` 1,60,000 to acquire 70% interest in the S Ltd.
Assets of S Ltd. were revalued on 1.1.20X1 and a revaluation loss of ` 20,000 was
ascertained. The book value of shares of S Ltd. is calculated as shown below:
`
70% of the Equity Share Capital ` 1,00,000 70,000
70% of Accumulated Reserve ` 1,00,000 70,000
70% of Revaluation Loss ` 20,000 (14,000)
1,26,000
So, H Ltd. paid a positive differential of ` 34,000 i.e. ` (1,60,000 – 1,26,000). This
differential is called goodwill and is shown in the balance sheet under the head
intangibles.
Example 6
A Ltd. acquired 70% interest in B Ltd. on 1.1.20X1. On that date, B Ltd. had paid-up
capital of ` 1,00,000 consisting of 10,000 equity shares of ` 10 each and
accumulated balance in reserve and surplus of `1,00,000. On that date, assets and
liabilities of B Ltd. were also revalued and revaluation profit of ` 20,000 was
calculated. A Ltd. paid ` 1,30,000 to purchase the said interest.
In this case, the book value of Shares of B Ltd. is calculated as shown below:
`
70% of the Equity Share Capital `1,00,000 70,000
70% of Reserves and Surplus ` 1,00,000 70,000
In this case, a negative differential of ` 24,000 arises i.e. (1,54,000 – 1,30,000) which
is called and presented as capital reserve.
H Ltd. acquired 16,000 equity shares of ` 10 each, in S Ltd. on October 1, 20X1 for
` 3,06,800. The profit and loss account of S Ltd. showed a balance of `10,000 on
April 1,20X1. The plant and machinery of S Ltd. which stood in the books at
` 1,50,000 on April 1,20X1 was considered worth ` 1,80,000 on the date of
acquisition.
H Ltd.(` ) S Ltd. (` )
Investments 3,06,800
In this case,
Percentage of holding:
No. of Shares Percentage
Holding Co. : 16,000 (80%)
Minority shareholders : 4,000 (20%)
TOTAL SHARES : 20,000
`
Book value of Plant and Machinery as on 01-04-20X1 1,50,000
Depreciation Rate
(1,50,000-1,35,000)
= 15,000/1,50,000 X100 10%
1,50,000
Book value of Plant and Machinery as on 01-10-20X1 after six months 1,42,500
depreciation @10% (1,50,000-7,500)
Revalued at 1,80,000
Revaluation profit (1,80,000-1,42,500) 37,500
Share of H Limited in Revaluation Profit (80%) 30,000
Share of Minority in Revaluation profit (20%) 7,500
Additional Depreciation on appreciated value to be charged from
post-acquisition profits
If correctly accounted If wrongly accounted Adjust the same at Adjust the same at
as reduction to the by crediting to P&L the time of the time of
cost of investment A/c consolidation consolidation
Note: In case of issue of bonus shares by the subsidiary company, the holding
company, like other holders, record no entry; only the number of shares held is
increased.
Illustration 1
From the following data, determine in each case:
(1) Minority interest at the date of acquisition and at the date of consolidation.
1.1.20X1 31.12.20X1
` ` ` ` `
Case 1 A 90% 1,40,000 1,00,000 50,000 1,00,000 70,000
Case 2 B 85% 1,04,000 1,00,000 30,000 1,00,000 20,000
Case 3 C 80% 56,000 50,000 20,000 50,000 20,000
Case 4 D 100% 1,00,000 50,000 40,000 50,000 55,000
Solution
(1) Minority Interest = Equity attributable to minorities
Equity is the residual interest in the assets of an enterprise after deducting
all its liabilities i.e. in this case it should be equal to Share Capital + Profit &
Loss A/c
(3) The balance in the Profit & Loss Account on the date of acquisition
(1.1.20X1) is Capital profit, as such the balance of Consolidated Profit & Loss
Account shall be equal to Holding Co.’s profit.
On 31.12.20X1 in each case the following amount shall be added or
deducted from the balance of holding Co.’s Profit & Loss account.
` `
Bank A/c Dr. 12,000
To Profit & Loss A/c 12,000
(Dividend received from ABC Ltd credited to
P&L A/c being out of post-acquisition profits –
as explained above)
Goodwill on consolidation (at the date of ` `
acquisition):
Cost of shares 1,40,000
Less: Face value of capital i.e. 80% of capital 80,000
Illustration 3
Exe Ltd. acquires 70% of equity shares of Zed Ltd. as on 31st March, 20X1 at a cost
of ` 70 lakhs. The following information is available from the balance sheet of Zed
Ltd. as on 31st March, 20X1:
` in lakhs
Property, plant and equipment 120
Investments 55
Current Assets 70
Loans & Advances 15
15% Debentures 90
Current Liabilities 50
The following revaluations have been agreed upon (not included in the above
figures):
Property, plant and equipment Up by 20%
Investments Down by 10%
Zed Ltd. declared and paid dividend @ 20% on its equity shares as on 31 st March,
20X1 (Face value - ` 10 per share). Exe Ltd. purchased the shares of Zed Ltd. @
` 20 per share.
Calculate the amount of goodwill/capital reserve on acquisition of shares of Zed
Ltd.
` in lakhs ` in lakhs
the next two years i.e. 20X6-X7 and 20X7-X8, B Ltd. recorded annual profits of
` 1,00,000 and ` 1,50,000 respectively. Show the minority interests and cost of
control at the end of each year for the purpose of consolidation.
Solution
The losses applicable to the minority in a consolidated subsidiary may exceed the
minority interest in the equity of the subsidiary. In such cases, AS 21 prescribes
that the excess, and any further losses applicable to the minority, are adjusted
against the majority interest except to the extent that the minority has a binding
obligation to, and is able to, make good the losses. If the subsidiary subsequently
reports profits, all such profits are allocated to the majority interest until the
minority's share of losses previously absorbed by the majority has been
recovered.
Where the minority interest has a binding obligation (say by way of a
shareholders’ agreement), then the share of losses will be attributed to the
minority interest even if it exceeds the minority interest in the equity (i.e., debit
balance in minority interest). Since information on the existence of a binding
obligation is not given in the question, we solve as if such obligation does not
exist, and hence the minority interests will be computed as follows:
` Balance
At the time -
of 3,24,000
acquisition in
-
20X1
(W.N.)
Balance 2,49,000
Balance 1,29,000
(21,000)
Loss of
minority 36,000 (36,000) 36,000 57,000
borne by
Holding Co.
(12,000) 12,000
Working Note:
Calculation of Minority interest and Cost of control on 1.4.20X1
Share of Minority
Holding Interest
Co.
7,56,000 3,24,000
Goodwill 2,44,000
Illustration 5
Variety Ltd. holds 46% of the paid-up share capital of VR Ltd. The shares were
` in lakhs
98.25
Less: Current Liabilities (20.00)
Illustration 6
A Ltd. acquired 60% shares of B Ltd. @ ` 20 per share. Following is the extract of
Balance Sheet of B Ltd.:
`
10,00,000 Equity Shares of ` 10 each 1,00,00,000
10% Debentures 10,00,000
Investments 45,00,000
Current Assets 68,00,000
Loans and Advances 22,00,000
On the same day B Ltd. declared dividend at 20% and as agreed between both the
companies Property, Plant and Equipment were to be depreciated @ 10% and
investment to be taken at market value of ` 60,00,000. Calculate the Goodwill or
Capital Reserve to be recorded in Consolidated Financial Statements.
Solution
Since dividend is declared by B Ltd. on the date of acquisition itself, it would be
out of the divisible profits of B Ltd. existing on the date of acquisition i.e., pre-
acquisition profits from the perspective of A Ltd. Accordingly, as per AS 13, such
pre-acquisition dividend would be reduced from the cost of investment, as seen
below in the determination of Goodwill on the date of acquisition.
` `
Assets
Property, Plant and Equipment 70,00,000
Less: Value written off (` 70 lakhs x 10%) (7,00,000)
63,00,000
Investments at Market Value 60,00,000
Current Assets 68,00,000
Loans and Advances 22,00,000 2,13,00,000
Less: Liabilities
Trade Payables 55,00,000
10% Debentures 10,00,000 (65,00,000)
Net Assets of B Ltd. 1,48,00,000
Illustration 7
H Ltd. acquired 3,000 shares in S Ltd., at a cost of ` 4,80,000 on 31.7.20X1. The
capital of S Ltd. consisted of 5,000 shares of ` 100 each fully paid. The Profit & Loss
Account of this company for 20X1 showed an opening balance of ` 1,25,000 and
profit for the year was ` 3,00,000. At the end of the year, it declared a dividend of
40%. Record the entry in the books of H Ltd., in respect of the dividend. Assume the
profit is accruing evenly and calendar year as financial year.
Solution
The profits of S Ltd., have to be divided between capital and revenue profits from
the point of view of the holding company:
Capital Revenue
Profit (Pre- Profit (Post-
acquisition) acquisition)
` `
` `
Bank Dr. 1,20,000
To Investment Account 70,000
To Profit and Loss Account 50,000
(2) Later profits have been utilised first and then pre- acquisition profits.
In such a case, the whole of ` 75,000 (share of H Ltd. in profits of S Ltd.,
after 31.7.20X1) would be received and treated as revenue income; the
remaining dividend, `45,000 (`1,20,000 less ` 75,000) would be capital
receipt. The entry would be:
` `
Bank Dr. 1,20,000
Note: Point (2) discussed above can arise only if there is definite
information about the profits utilized. In practice, such treatment is rare.
Illustration 8
A Ltd. and B Ltd. provide the following information:
` ‘000s
A Ltd. B Ltd.
Equity Shares 6,000 5,000
6% Preference Shares NIL 1,000
General Reserve 1,200 800
Profit and Loss Account 1,020 1,790
Trade Payables 3,850 3,410
Dividend Payable 600 500
Goodwill 100 20
Property, Plant and Equipment 3,850 2,750
Investment 1,620 1,100
Inventory 1,900 4,150
Trade Receivables 4,600 4,080
Cash & Bank 600 400
A Ltd. purchased 3/4th interest in B Ltd. at the beginning of the year at the
premium of 25%. Following other information is available:
a. Profit & Loss Account of B Ltd. includes ₹ 1,000 thousands bought forward from
the previous year.
b. The General Reserve balance is brought forward from the previous year.
c. The directors of both the companies have declared a dividend of 10% on equity
share capital for the previous and current year.
From the above information calculate Pre- and Post-acquisition Profits, Minority
Interest and Cost of Control.
Solution
Calculation of Pre- and Post-Acquisition Profits:
Pre-Acquisition Post-Acquisition
Profits (₹) Profits (₹)
Particulars ₹
Share in Reserves:
₹ ₹
Illustration 9
On 31st March, 20X1, P Ltd. acquired 1,05,000 shares of Q Ltd. for ` 12,00,000. The
position of Q Ltd. on that date was as under:
P Ltd. Q Ltd.
` `
11,56,500
Balance 15,75,000
26,35,500
90,000
11,55,000
22,65,000 15,15,000
Illustration 10
Prepare consolidated balance sheet of H Ltd. and its subsidiary as at 31 March,
20X1 from the following information:
H Ltd. S Ltd.
` `
PPE 5,00,000 3,00,000
Investments
(20,000 equity shares of S Ltd.) 2,20,000
Current Assets 1,55,000 1,00,000
Share capital (Fully paid equity shares of ` 10 5,00,000 2,50,000
each)
Profit and loss account 2,00,000 1,00,000
Trade Payables 1,75,000 50,000
H Ltd. acquired the shares of S Ltd. on 31 March, 20X1.
st
Solution
Percentage of holding:
No. of Shares Percentage
Holding Co : 20,000 (80%)
Minority shareholders : 5,000 (20%)
TOTAL SHARES : 25,000
Consolidated Balance Sheet of H Ltd. and its subsidiary S Ltd.
as at 31st March,20X1
Total 10,55,000
II ASSETS
1. Non-Current Assets
PPE 5 8,00,000
2. Current Assets 6 2,55,000
Total 10,55,000
Notes to Accounts
Amounts (`)
1 Share capital
50,000 Equity Shares @ `10 each 5,00,000
2 Reserve and Surplus
Capital Reserve (W.N. ) 60,000
Profit and loss account 2,00,000
2,60,000
3 Minority Interest
H Ltd. 1,75,000
S Ltd. 50,000
2,25,000
5 PPE
H Ltd. 5,00,000
S Ltd. 3,00,000
8,00,000
6 Current Assets
H Ltd. 1,55,000
S Ltd. 1,00,000
2,55,000
Working Note:
Illustration 11
H Ltd. and S Ltd. provide the following information as at 31st March,20X2:
H Ltd. S Ltd.
` `
PPE 1,00,000 1,30,000
Investments (8,000 equity shares of S Ltd.) 1,26,000
Notes to Accounts
Amount
(`)
Notes to Accounts
(` ) (` )
1. Share capital
Solution
Consolidated balance Sheet of Virat Ltd. and its Subsidiary Anushka Ltd.
as at 31st March, 20X1
Total 13,80,000
II ASSETS:
(1) Non-Current Assets
Property, Plant & Equipment 6 7,00,000
(2) Current Assets:
(a) Inventories
(b) Trade receivables 7 3,60,000
(c) Cash and Cash Equivalents 8 2,20,000
9 1,00,000
Total 13,80,000
Notes to Accounts
Particulars ` `
1. Share capital
60,000 equity shares of `10 each fully paid up 6,00,000
2. Reserves and Surplus
General Reserve 1,00,000
Add: General reserve of Anushka Ltd (80%) 80,000
Total 1,80,000
3. Minority interest
20% share in Anushka Ltd (WN 3) 1,00,000
4 Long term borrowings
Long term borrowings of Virat 2,00,000
Add: Long term borrowings of Anushka 1,00,000
Total 3,00,000
5. Trade payables
Total 2,00,000
Total 7,00,000
7. Inventories
Total 3,60,000
8. Trade receivables
Total 2,20,000
Total 1,00,000
Parent’s 1,00,000
Balance
Amount for 1,80,000
Consolidated
Balance Sheet
Illustration 13
From the following balance sheets of H Ltd. And its subsidiary S Ltd. drawn up at
31st March, 20X1, prepare a consolidated balance sheet as at that date, having
regard to the following:
(i) Reserves and Profit and Loss Account of S Ltd. stood at ` 25,000 and ` 15,000
respectively on the date of acquisition of its 80% shares by H Ltd. on 1st April,
20X0.
(ii) Machinery (Book-value ` 1,00,000) and Furniture (Book value ` 20,000) of
S Ltd. were revalued at ` 1,50,000 and ` 15,000 respectively on 1 st April, 20X0
for the purpose of fixing the price of its shares. [Rates of depreciation
computed on the basis of useful lives: Machinery 10%, Furniture 15%.]
II. Assets
(1) Non-current assets
(a) Property, Plant and 3 4,50,000 1,07,000
Equipment
(b) Other non- current 4 6,00,000 1,50,000
investments
` H Ltd. S Ltd.
(` ) (` )
1. Share capital
Solution
Consolidated Balance Sheet of H Ltd. and its Subsidiary S Ltd.
as at 31st March, 20X1
Total 11,99,750
II. Assets
(1) Non-current assets
(a) Property, Plant and Equipment 4 5,97,750
(b) Intangible assets 5 12,000
(c) Other non-current investments 6 5,90,000
Total 11,99,750
Notes to Accounts
`
1. Share capital
Working Notes:
40,000
H Ltd.’s = 4/5 (or 80%) × 40,000 32,000
Minority Interest= 1/5 (or 20%) × 40,000 8,000
2. Profit on revaluation of assets of S Ltd.
Profit on Machinery ` (1,50,000 – 1,00,000) 50,000
Less: Loss on Furniture ` (20,000 – 15,000) 5,000
To the extent that the buying enterprise has further sold the goods in question to
a third party, the eliminations to sales and cost of sales are all that is required,
and no adjustments to consolidated profit or loss for the period, or to net assets,
are needed. However, to the extent that the goods in question are still o n hand at
year end, they may be carried at an amount that is in excess of cost to the group
and the amount of the intra-group profit must be eliminated, and assets are
reduced to cost to the group.
For transactions between group enterprises, unrealized profits resulting from
intra-group transactions that are included in the carrying amount of assets, such
as inventories and tangible fixed assets, are eliminated in full. The requirement to
eliminate such profits in full applies to the transactions of all subsidiaries that are
consolidated – even those in which the group’s interest is less than 100%.
In the case of upstream transaction, since the goods are sold by the subsidiary to
holding company; profit is made by the subsidiary company, which is ultimately
shared by the holding company and the minority shareholders. In such a
transaction, if some goods remain unsold at the balance sheet date, the
unrealized profit on such goods should be eliminated from minority interest as
well as from consolidated profit on the basis of their share-holding besides
deducting the same from unsold inventory.
But in the case of downstream transaction, the whole profit is earned by the
holding company, therefore, whole unrealized profit should be adjusted from
unsold inventory and consolidated profit and loss account only irrespective of the
percentage of the shares held by the parent.
Intra-group transaction
Upstream Downstream
Unrealised profit
Unrealised profit Corresponding Corresponding
eliminated from
eliminated from decrease of holding decrease of
holding and inventories company’s P&L in inventories
minority interest full
Solution
As per para 16 and 17 of AS 21, intragroup balances and intragroup transactions
and resulting unrealized profits should be eliminated in full. Unrealized losses
resulting from intragroup transactions should also be eliminated unless cost
cannot be recovered.
In the case of upstream transaction, since the goods are sold by the subsidiary to
holding company; profit is made by the subsidiary company, which is ultimately
shared by the holding company and the minority shareholders. In such a
transaction, if some goods remain unsold at the balance sheet date, the
unrealized profit on such goods should be eliminated from minority interest as
well as from consolidated profit on the basis of their share-holding besides
deducting the same from unsold inventory.
But in the case of downstream transaction, the whole profit is earned by the
holding company, therefore, whole unrealized profit should be adjusted from
unsold inventory and consolidated profit and loss account only irrespective of the
percentage of the shares held by the parent.
Using above mentioned guidance, following adjustments would be required:
a. This would be the case of downstream transaction. In the consolidated
profit and loss account for the year ended 31 March 20X1, entire transaction
of sale and purchase of ` 200 lacs each, would be eliminated by reducing
both sales and purchases (cost of sales).
Further, the unrealized profits of ` 20 lacs (i.e. ` 200 lacs – ` 180 lacs), would
be eliminated from the consolidated financial statements for financial year
ended 31 March 20X1, by reducing the consolidated profits/ increasing the
consolidated losses, and reducing the value of closing inventories as of 31
March 20X1.
Further, the unrealized profits of ` 50 lacs (i.e. ` 200 lacs – ` 150 lacs),
would be eliminated in the consolidated financial statements for financial
year ended 31 March 20X1, by reducing the value of closing inventories by `
50 lacs as of 31 March 20X1. In the consolidated balance sheet as of 31
March 20X1, A Ltd.’s share of profit from B Ltd will be reduced by ` 37.50
lacs (being 75% of ` 50 lacs) and the minority’s share of the profits of B Ltd
would be reduced by ` 12.50 lacs (being 25% of ` 50 lacs).
In any case, the difference between reporting dates should not be more than six
months.
The financial statements of the parent and its subsidiaries used in the preparation
of the consolidated financial statements are usually drawn up to the same date.
When the reporting dates are different, the subsidiary often prepares, for
consolidation purposes, statements as at the same date as that of the parent.
The consistency principle requires that the length of the reporting periods and
any difference in the reporting dates should be the same from period to period.
H Ltd. S Ltd.
(` in lacs) (` in lacs)
Interest 100 50
Depreciation 100 50
Other Information:
H Ltd. sold goods to S Ltd. of ` 120 lacs at cost plus 20%. Inventory of S Ltd.
includes such goods valuing ` 24 lacs. Administrative expenses of S Ltd. include
` 5 lacs paid to H Ltd. as consultancy fees. Selling and distribution expenses of
H Ltd. include ` 10 lacs paid to S Ltd. as commission.
H Ltd. holds 80% of equity share capital of ` 1,000 lacs in S Ltd. prior to 20X1-20X2.
H Ltd. took credit to its Profit and Loss Account, the proportionate amount of
dividend declared and paid by S Ltd. for the year 20X1-20X2.
III. Expenses
` in Lacs ` in Lacs
H Ltd. 5,000
S Ltd. 1,000
6,000
For the purpose of preparation of consolidated cash flow statement, all the items
of cash flow from operating activities, investing activities and financing activities
are to be added on line by line basis and from the consolidated items, inter -
company transactions should be eliminated. Below given is an illustrative
consolidated cash flow statement with hypothetical figures:
(` in million)
A B Total
Company Company
Change in Reserve 8 2 10
Dividend Paid 22 - 22
Tax Provision 20 1 21
Depreciation 10 5 15
Interest (10) 10 -
50 19 69
30 18 48
17 30 47
- (20) (20)
(C)
20X0 20X1
(` ) (` )
1. Share capital
5,000 equity shares of `10 each, fully paid up 5,00,000 5,00,000
2. Reserves and Surplus
General Reserves 2,86,000 7,14,000
3. Short term borrowings
Bank overdraft -- 1,70,000
4. Short term provisions
Provision for taxation 3,10,000 4,30,000
5. Property, plant and equipment
Cost 3,20,000 3,20,000
Less: Depreciation (48,000) (96,000)
Total 2,72,000 2,24,000
6. Other current Assets
Prepaid expenses 72,000 48,000
Restate the balance sheet of B Ltd. as at 31 st December, 20X1 after considering the
above information, for the purpose of consolidation. Would restatement be
necessary to make the accounting policies adopted by A Ltd. and B Ltd. uniform.
Solution
As per para 20 and 21 of AS 21, Consolidated financial statements:
Consolidated financial statements should be prepared using uniform accounting
policies for like transactions and other events in similar circumstances. If it is not
practicable to use uniform accounting policies in preparing the consolidated
financial statements, that fact should be disclosed together with the proportions
of the items in the consolidated financial statements to which the different
accounting policies have been applied.
If a member of the group uses accounting policies other than those adopted in
the consolidated financial statements for like transactions and events in similar
circumstances, appropriate adjustments are made to its financial statements when
they are used in preparing the consolidated financial statements.
` `
Reserves as given 7,14,000
Add: Provision for doubtful debts
{[8,91,000 / 99 X 100]-8,91,000} 9,000
7,23,000
Less: Reduction in value of Inventory 34,000
Advertising expenditure to be written off 30,000 (64,000)
Adjusted reserves 6,59,000
20X1
(`)
1. Share capital
5,000 equity shares of Rs 10 each, fully paid up 5,00,000
2. Reserves and Surplus
General Reserves (refer to WN) 6,59,000
3. Short term borrowings
Bank overdraft 1,70,000
4. Short term provisions
Provision for taxation 4,30,000
5. Property, plant and equipment
Cost 3,20,000
Less: Depreciation (96,000)
Total 2,24,000
6. Inventory
Actual inventory 7,42,000
Less: Change in method of valuation (34,000)
Total 7,08,000
7. Trade receivables
Actual trade receivables 8,91,000
Add: Adjustment for provision 9,000
Total 9,00,000
8. Other current Assets
Prepaid expenses 48,000
SUMMARY
• “Holding company”, in relation to one or more other companies, means a
company of which such companies are subsidiary companies; “subsidiary
company” or “subsidiary”, in relation to any other company (that is to say
the holding company), means a company in which the holding company—
o controls the composition of the Board of Directors; or
o exercises or controls more than one-half of the total share capital
either at its own or together with one or more of its subsidiary
companies: Provided that such class or classes of holding companies
as may be prescribed shall not have layers of subsidiaries beyond such
numbers as may be prescribed.
• ‘Total share capital’, as defined in section 2(87) (ii) above, has been further
clarified by the Rule 2(1)(r) of the Companies (Specification of Definitions
Details) Rules, 2014. As per the Rule, total share capital includes
o paid up equity share capital
o convertible preference share capital.
All the items of Cash flow from operating activities, investing activities and
financing activities are to be added on line by line basis and from the
consolidated items, inter-company transactions should be eliminated.
The financial statements used in the consolidation should be drawn up to the
same reporting date. If it is not practicable to draw up the financial statements of
one or more subsidiaries to such date and, accordingly, those financial statements
are drawn up to different reporting dates, adjustments should be made for the
effects of significant transactions or other events that occur between those dates
and the date of the parent’s financial statements.
In any case, the difference between reporting dates should not be more than six
months.
4. In consolidated balance sheet, the share of the outsiders in the net assets of
the subsidiary must be shown as
(a) Minority interest.
5. Provision for Tax made by the subsidiary company will appear in the
consolidated balance sheet as an item of
` in lakhs
Property, plant and equipment 240
Investments 110
The following revaluations have been agreed upon (not included in the above
figures):
Property, plant and equipment- up by 20% and Investments- down by 10%.
King Ltd. purchased the shares of Queen Ltd. @ `20 per share (Face
value - `10).
01-01-20X1 31-12-20X1
` ` ` `
9. A Ltd acquired 1,600 ordinary shares of `100 each of B Ltd on 1st July, 20X1.
On
31st December, 20X1, the balance sheets of the two companies were as given
below:
Balance Sheet of A Ltd. and its subsidiary, B Ltd.
as at 31st December, 20X1
II. Assets
Notes to Accounts
A Ltd. B Ltd.
` `
1. Share Capital
5,000 shares of ` 100 each, fully paid up 5,00,000 -
2,000 shares of ` 100 each, fully paid up - 2,00,000
Total 5,00,000 2,00,000
2. Reserves and Surplus
General Reserves 2,40,000 1,00,000
Profit & loss 57,200 82,000
Total 2,97,200 1,82,000
3. Short term borrowings
Bank overdraft 80,000 --
4. Property plant and equipment
Land and building 1,50,000 1,80,000
The Profit & Loss Account of B Ltd. showed a credit balance of `30,000 on
1st January, 20X1 out of which a dividend of 10% was paid on 1st August,
20X1; A Ltd. credited the dividend received to its Profit & Loss Account. The
Plant & Machinery which stood at ` 1,50,000 on 1st January, 20X1 was
considered as worth ` 1,80,000 on 1st July, 20X1; this figure is to be
considered while consolidating the Balance Sheets. The rate of depreciation
on plant & machinery is 10% (computed on the basis of useful lives).
Prepare consolidated Balance Sheet as at 31 st December, 20X1.
10. On 31st March, 20X1, the Balance Sheets of H Ltd. and its subsidiary S Ltd.
stood as follows:
Balance Sheet of H Ltd.
and its subsidiary S Ltd. as at 31st March, 20X1
II. Assets
(1) Non-current assets
Property, Plant and Equipment 5 9,468 5,486
Non-current Investments 3,000
(Shares in S Ltd.)
(2) Current assets
(a) Inventories 3,949 1,956
(b) Trade receivables 6 2,960 1,562
(c) Cash and cash equivalents 1,490 204
(d) Short term loans and 7 520
advances
Total 21,387 9,208
Notes to Accounts
H Ltd. S Ltd.
(` in lacs) (` in lacs)
1. Share Capital
Authorized share capital 15,000 6,000
Equity shares of ` 10 each, fully paid up
Issued and Subscribed:
Equity shares of ` 10 each, fully paid up 12,000 4,800
2. Reserves and surplus
General Reserve 2,784 1,380
Profit and Loss Account: 2,715 1,620
Total 5,499 3,000
3. Trade Payables
Creditors 1,461 854
Bills Payable 372 160
1,833 1,014
(c) On 1st January, 20X1, S Ltd. issued 3 fully paid-up bonus shares for
every 5 shares held out of balances of its general reserve as on
31st March, 20X0.
(d) On 31st March, 20X1, all the bills payable in S Ltd.’s balance sheet were
acceptances in favour of H Ltd. But on that date, H Ltd. held only ` 45
lakh of these acceptances in hand, the rest having been endorsed in
favour of its trade payables.
(e) On 31st March, 20X1, S Ltd.’s inventory included goods which it had
purchased for ` 100 lakh from H Ltd. which made a profit @ 25% on
cost.
ANSWERS/SOLUTION
MCQ
Practical Questions
6. Total dividend paid is ` 22,500 (out of post-acquisition profits), hence
dividend received by Hemant will be credited to P & L account. Hemant
Ltd.’s share of dividend = ` 22,500 X 80% = ` 18,000
Goodwill on consolidation (at the date of ` `
acquisition):
Cost of shares 2,10,000
Less: Face value of capital i.e. 80% of capital 1,20,000
Add: Share of capital profits [90,000 X 80 %] 72,000 (1,92,000)
Goodwill 18,000
Minority interest on:
- 1st January, 20X1:
20% of ` 2,40,000 [1,50,000 + 90,000] 48,000
- 31st December, 20X1:
49,500
20% of ` 2,47,500 [1,50,000 + 90,000 + 30,000 –
22,500]
` in lakhs ` in lakhs
PPE [240 X 120%] 288
Investments [110 X 90%] 99
Current Assets 140
`
1. Share Capital
5,000 shares of ` 100 each 5,00,000
2. Reserves and Surplus
Reserves 2,40,000
Profit & loss (Refer to W.N 8) 68,800
Total 3,08,800
Total 7,41,000
6. Intangible assets
Goodwill (refer to W.N 6) 17,200
7. Inventories
A Ltd. 1,20,000
B Ltd. 36,400
Total 1,56,400
8 Trade Receivables
A Ltd. 59,800
B Ltd. 40,000
Total 99,800
9 Cash & Cash equivalents
` `
Less: `10,000
` 72,000
1,83,500
5. Minority interest:
83,600
6. Cost of Control:
2,40,000
B Ltd. 1,35,000
Add: Appreciation on 1st July, 20X1 [1,80,000
– (1,50,000 – 7,500)] 37,500
1,72,500
Add: Deprecation for 2 nd half charged on pre-
revalued value 7,500
Less: Depreciation on `1,80,000 for 6 months (9,000) 1,71,000
4,11,000
Notes to Accounts
(` in lacs) (` in lacs)
1. Share Capital
Authorized share capital 15,000
Equity shares of `10 each, fully paid up
Issued and Subscribed:
Equity shares of ` 10 each, fully paid up 12,000
Total 12,000
2. Reserves and surplus
Capital Reserve (Note 5) 1,320
General Reserve (2,784 + 108) 2,892
Profit and Loss Account:
H Ltd. 2,715
Less: Dividend wrongly credited 360
Unrealized Profit 20 (380)
2,335
Add: Share in S Ltd.’s Revenue profits 612 2,947
Total 7,159
3. Trade payables
Creditors
H Ltd. 1,461
S Ltd. 854 2,315
Bills Payable
H Ltd. ` 372
S Ltd. ` 160
` 532
Less: Mutual owing ` (45) 487 2,802
7. Inventories
Stock
H Ltd. 3,949
S Ltd. 1,956
5,905
Less: Unrealized profit (20) 5,885
8. Trade receivables
Debtors
H Ltd. ` 2,600
S Ltd. ` 1,363 3,963
Bills Receivable
H Ltd. ` 360
S Ltd. ` 199
` 559
Less: Mutual Owing ` (45) 514 4,477
9. Short term loans and advances
Sundry Advances 520
10. Cash and cash equivalents
Cash and Bank Balances 1,694
Working Notes:
1. S Ltd.’s General Reserve Account
` in lakhs ` in lakhs
To Bonus to equity By Balance b/d 3,000
` in lakhs ` in lakhs
To General Reserve By Balance b/d 1,200
[WN 1] 180 By Net Profit for the
To Dividend paid year* 1,200
*Out of ` 1,200 lakhs profit for the year, ` 180 lakhs has been transferred to
reserves.
` in lakhs
Revenue profits (W. N. 2) 1,200
Less: Share of H Ltd. 60% (720)
(General Reserve ` 108 + Profit and Loss Account ` 612)
Note: The question can also be solved by taking ` 1,020 lakhs as post
acquisition Profit and Loss balance and ` 180 lakhs as post acquisition
General Reserve balance. The final answer will be same.
` in lakhs
` in lakhs