Consolidation Notes - (Advanced)
Consolidation Notes - (Advanced)
Simple Investment
Fair value (IFRS 9) Fair value (IFRS 9) Fair value (IFRS 9)
(Less than 20%)
Cost or
Investment in Associate
Equity Accounting Fair value (IFRS 9) or Equity Accounting
(20% to 50%)
Equity Accounting
Cost or
Investment in Subsidiary
N/A Fair value (IFRS 9) or Consolidation
(More than 50%)
Equity Accounting
For example,
60% to 80%
Simple Investment Associate to shareholding
to Subsidiary Subsidiary
CHOICE
Measure NCI at acquisition date at
Measure NCI at acquisition date at fair value
proportionate share of the fair value of the
(i.e. No. of NCI’s shares × Share Price)
subsidiary's net assets
Calculate goodwill at the date of acquisition Calculate goodwill at the date of acquisition (
(i.e. the parent achieves control) as follow: i.e. the parent achieves control) as follow:
- Fair value of Consideration transferred XXXX - Fair value of Consideration transferred XXXX
- Non-Controlling Interest (At Fair Value) XXXX - Non-Controlling Interest (At proportionate
Less. FV of Identifiable Net Assets of subsidiary (XXX) share of FV of the subsidiary's net assets) XXXX
Goodwill / (Bargain Purchase Gain) XX / (XX) Less. FV of Identifiable Net Assets of subsidiary (XXX)
Goodwill / (Bargain Purchase Gain) XX / (XX)
Consolidate goodwill, assets, liabilities and NCI of the subsidiary at the year end.
Journal Entry at the date the parent achieves control is as follow:
Debit: Goodwill XXXX
Debit: Net Assets of Subsidiary XXXX
Credit: FV of Consideration transferred XXXX
Credit: Non-Controlling Interest XXXX
(2) Step Acquisition – Simple Investment to Subsidiary (Example, from 10% to 80% shareholding)
- In substance, an investment has been ‘sold’ and a subsidiary has been ‘purchased’.
- The investment previously held is remeasured to fair value at the date of control and a gain/(loss) is recognized. The
fair value gain/(loss) is recognized in P/L or OCI (as per the classification of investment under IFRS 9)
Consolidated statement of profit or loss and other comprehensive income
- Remeasure the investment to fair value at the date the parent achieves control. Journal Entry would be as follow:
Debit: Equity Investment XXXX
Credit: Fair Value Gain / (Loss) – P/L or OCI XXXX
- Consolidate the results as a subsidiary from the date the parent achieves control.
Consolidated statement of financial position
- Calculate goodwill at the date the parent achieves control as follow:
Add. Fair value of investment previously held XXXX
Add. Fair value of Consideration transferred XXXX
Add. Non-Controlling Interest XXXX
Less. FV of Identifiable Net Assets of subsidiary (at the date of control) (XXX)
Goodwill / (Bargain Purchase Gain) XX / (XX)
- Consolidate goodwill, assets, liabilities and NCI of the subsidiary at the year end. Journal Entry at the date the
parent achieves control is as follow:
Debit: Goodwill XXXX
Debit: Net Assets XXXX
Credit: FV of investment previously held XXXX
Credit: FV of Consideration transferred XXXX
Credit: Non-Controlling Interest XXXX
Compiled by: Murtaza Quaid, ACA
CONSOLIDATED FINANCIAL STATEMENTS
(3) Step Acquisition - Associate to Subsidiary (Example, from 30% to 80% shareholding)
- In substance, an associate has been ‘sold’ and a subsidiary has been ‘purchased’.
- The investment previously held is remeasured to fair value at the date of control and a gain/(loss) is recognized. The fair
value gain/(loss) is recognized in P/L.
Consolidated statement of profit or loss and other comprehensive income
- Equity accounting as an associate to the date the parent achieves control.
- Remeasure the investment to fair value at the date the parent achieves control. Journal Entry would be as follow:
Debit: Equity Investment XXXX
Credit: Fair Value Gain / (Loss) – P/L XXXX
- Consolidate the results as a subsidiary from the date the parent achieves control.
Consolidated statement of financial position
- Calculate goodwill at the date the parent achieves control as follow:
Add. Fair Value of investment previously held XXXX
Add. Fair Value of Consideration transferred XXXX
Add. Non-Controlling Interest XXXX
Less. FV of Identifiable Net Assets of subsidiary (at the date of control) (XXX)
Goodwill / (Bargain Purchase Gain) XX / (XX)
- Consolidate goodwill, assets, liabilities and NCI of the subsidiary at the year end. Journal Entry at the date the parent
achieves control is as follow:
Debit: Goodwill XXXX
Debit: Net Assets XXXX
Credit: FV of investment previously held XXXX
Credit: FV of Consideration transferred XXXX
Credit: Non-Controlling Interest XXXX
Compiled by: Murtaza Quaid, ACA
CONSOLIDATED FINANCIAL STATEMENTS
In substance, there has been no acquisition because the entity is still a subsidiary. Instead this is a transaction between
group shareholders (i.e. the parent is buying shares from the non-controlling interests).
- Consolidate goodwill, assets, liabilities and NCI (as calculated above) of the subsidiary at the year end.
Journal Entry at the further acquisition date is as follow:
a) Follow the IFRS 3 principles for b) Follow the IAS 28 principles for
step acquisitions equity accounting
Remeasure the existing investment to Record both the original investment
fair value on the date significant and the new investment at cost on the
influence is achieved with any basis that IAS 28 (para. 10) states,
corresponding gain or loss recognised ‘under the equity method, on initial
in Profit or (loss) or other recognition the investment in an
comprehensive income (OCI) associate or a joint venture is recognised
(depending upon the classification of at cost’.
investment under IFRS 9)
Where Control is
Where Control is Lost
Retained
For example,
80% to 60%
shareholding
Subsidiary to Subsidiary to
Simple Investment Associate
- No consolidation of goodwill, assets, liabilities and NCI of the subsidiary as there is no subsidiary at the year end.
Journal Entry at the disposal date is as follow:
(2) Partial Disposal of Subsidiary’s Share Control is Lost (Subsidiary to Simple Investment)
In substance, the parent has ‘sold’ a subsidiary and ‘purchased’ an investment.
Consolidated statement of profit or loss and other comprehensive income
- Consolidate the results to the date of disposal as “Discontinued Operations”
- Show a group profit or loss on disposal in “Discontinued Operation” to be calculated as follow:
Fair value of consideration received XXXX
Fair value of any investment retained XXXX
Less: Net Assets of Subsidiary (XXX)
Less: Goodwill (XXX) Carrying amount on the date of disposal
Add. Non-Controlling Interest (NCI) XXXX
Gain / (Loss) on disposal – P/L XX / (XX)
- Treat as an investment in equity instruments under IFRS 9 at FVPL or FVOCI.
Consolidated statement of financial position
- No consolidation of goodwill, assets, liabilities and NCI of the subsidiary as there is no subsidiary at the year end.
Journal Entry at the disposal date is as follow:
Debit: Fair value of consideration received XXXX
Debit: Equity Investment at Fair value (IFRS 9) XXXX
Debit: Non-Controlling Interest (NCI) XXXX
Credit: Net Assets of Subsidiary XXXX
Credit: Goodwill XXXX
Credit: Gain / (Loss) on disposal – P/L XXXX
- Share of NCI before and after disposal, would be based on original NCI% and revised NCI% respectively as
follow:
- Consolidate goodwill, assets, liabilities and NCI (as calculated above) of the subsidiary at the year end.
Journal Entry at the disposal date is as follow:
The treatment in the parent’s separate financial statements follows the legal form of the
transaction – i.e. shares have been sold. Therefore, the treatment in the parent’s separate
financial statements is the same whether or not control is lost.
In the parent’s separate financial statements, investments in subsidiaries are held at cost or at fair
value under IFRS 9.
Consequently, the gain or loss on disposal is different from the group gain or loss on disposal:
Fair value of consideration received XXXX
Less. Carrying amount of investment disposed of (XXX)
Gain/(loss) XX / (XX)
Deemed Disposal
A ‘deemed’ disposal occurs when a subsidiary issues new shares and the parent does not take up
all of its rights such that its holding is reduced.
In substance this is a disposal and is therefore accounted for as such. The percentages owned by
the parent before and after the subsidiary issues new shares must be calculated and accounted for
accordingly:
Where control is Lost
- Subsidiary to Simple Investment
- Subsidiary to Associate
Where control is Retained
Complex Group
Co. A Co. A
40%
75% 75%
20%
60%
Co. C
It is the control and not ownership that is relevant in deciding whether a 75%
company is consolidated in a group.
Example 1 Example 2
Co. Co.
A A
75% Acquisition Dates = 1 Jan 20X1 75% Acquisition Dates = 1 Jan 20X3
Co. Co.
B B
60% Acquisition Dates = 1 Jan 20X3 60% Acquisition Dates = 1 Jan 20X1
Co. Co.
C C
CONSOLIDATED FINANCIAL STATEMENTS
In a mixed group, the parent has both direct and indirect interests in
the sub-subsidiary.
Co. A
In the example of a mixed group, Company A has two interests in 40%
Company C:
75%
It has a direct interest in Company C, with the shares that it owns in
Company C.
Co. B Co. C
It also has an indirect interest in Company C, through its control of
Company B, which also owns shares in Company C. 20%
The group interest in the Company C is the sum of the direct interest
and the indirect interest in Company C as follows:
Company A’s direct holding in Company C 40%
Company A’s indirect holding in Company C (60% x 20%) 12%
Company A’s effective holding in Company C 52%
Non-controlling interest in T (100% - 52%) 48%
Example 1 Example 2
Co. A 30% Co. A 30%
1 May 20X2 1 May 20X2
80% 80%
1 May 20X1 1 May 20X4
45% 45%
1 May 20X3 1 May 20X1
Co. A obtains control of Co. B on 1 May 20X1. Co. A achieves significant influence over Co. C on 1 May
20X2.
Co. A obtains control of Co. C on 1 May 20X3 when Co.
B acquires its stake in Co. C. Co. A obtains control of Co. B on 1 May 20X4. Thus Co. A
also obtains control of Co. C due to gaining indirect
From 1 May 20X2 to 1 May 20X3, Co. C is an associate control over Co. B’s holding in Co. C.
of Co. A.
From 1 May 20X2 to 1 May 20X4, Co. C is an associate of
From 1 May 20X3 onwards, Co. C is a subsidiary of Co. Co. A.
A and Co. A has an effective holding of 66% (30% +
(80% × 45%)) in Co. C. From 1 May 20X4 onwards Co. C is a subsidiary of Co. A.
JOINT ARRANGEMENTS
Definitions
Joint arrangement: An arrangement of which two or more parties
have joint control.
Joint control: The contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing control.
Accounting Treatment
Accounting Treatment
Investor’s Separate Financial Statements
Investor’s Separate Financial Statements
Under IFRS 3, Investment in Joint Operations is accounted for as
follow: Investments in joint ventures are carried
in the investor’s separate financial
Acquisition costs are expensed to profit or loss as incurred statements:
The identifiable assets and liabilities of the joint operation At cost;
are measured at fair value At fair value (IFRS 9); or
The excess of the consideration transferred over the fair Using the equity method (IAS 28)
value of the net assets acquired is recognised as goodwill.
Where a joint venturer has no
At the reporting date, the separate financial statements of joint subsidiaries, the equity method must be
operator will recognise: used.
its share of assets held jointly
Consolidated Financial Statements
its share of liabilities incurred jointly
Joint ventures are accounted for using
its share of revenue from the joint operation the equity method in the consolidated
its share of expenses from the joint operation financial statements in exactly the same
way as for associates.
Consolidated Financial Statements
No adjustments are necessary on consolidation as the figures are
already incorporated correctly into the separate financial
statements of the joint operator.
Fair Value of the Identifiable Assets Acquired & Liabilities Assumed of Subsidiary
On acquisition, the subsidiary’s assets and liabilities must be recognized and measured at their
acquisition date fair value except in limited stated cases.
Measurement period
Initial accounting for goodwill may be determined on a provisional basis and must be finalized
by the end of a Measurement Period.
Measurement period ends as soon as the acquirer receives the information it was seeking about
facts and circumstances that existed at the acquisition date.
However, measurement period shall not exceed one year from the acquisition date.
During the measurement period new information obtained about facts and circumstances that
existed at the acquisition date might lead to the adjustment of provisional amounts or
recognition of additional assets or liabilities with a corresponding change to goodwill.
Any adjustment restates the figures as if the accounting for the business combination had been
completed at the acquisition date.
Fair Value of the Identifiable Assets Acquired & Liabilities Assumed of Subsidiary
Measurement at
Item Measurement at Reporting Date
Acquisition Date
Lower of:
Inventory Fair Value Costs (i.e. Fair Value at Acquisition Date)
Net Realizable Value
Fair Value of the Identifiable Assets Acquired & Liabilities Assumed of Subsidiary
Measurement at Acquisition
Item Measurement at Reporting Date
Date
Higher of:
Fair Value at Acquisition Date
Contingent liabilities Fair Value
Amount to be recognized under
IAS 37
Indemnification assets
(Amounts recoverable Valuation is the same as the valuation of contingent liability
relating to a contingent indemnified less an allowance for any uncollectable amounts
liability)
Fair Value of the Identifiable Assets Acquired & Liabilities Assumed of Subsidiary
Measurement at
Item Measurement at Acquisition Date
Reporting Date
Deferred tax assets/liabilities As per IAS 12 As per IAS 12
Employee benefit assets/
As per IAS 19 As per IAS 19
Liabilities
Share-based payment As per IFRS 2 As per IFRS 2
As per IFRS 5
Assets held for sale As per IFRS 5
At fair value less costs to Sell
As per IFRS 16
Measure the lease liability at the present
value of the remaining lease payments as
Leases (Subsidiary is Lessee) if the acquired lease were a new lease at As per IFRS 16
the acquisition date.
Measure the right-of-use asset at the same
amount as the lease liability,)