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Presentation of Accounts by Holding Companies As 21
Presentation of Accounts by Holding Companies As 21
One of the popular firms of business combination is by means of holding company or Parent
Company. A holding company is one which directly or indirectly acquires either all or more
than half the number of Equity shares in one or more companies so as to secure a controlling
interest in such companies, which are then known as subsidiary companies. Holding
companies are able to nominate the majority of the directors of subsidiary company and
therefore control such companies. Holding company meet directly from such subsidiary
company or it may acquired majority OR shares in existing company. Such company also
The reason why we need to study about ‘Accounting for Holding Companies is because
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Introduction
Financial accounts of holding and subsidiary companies are concerned with classifying,
measuring and recording the transactions of their business. At the end of a period (typically
a year), the following financial statements are prepared to show the performance and
Describing the trading performance of the business over the accounting period
Statement of assets and liabilities at the end of the accounting period (a "snapshot")
of the business
Describing the cash inflows and outflows during the accounting period
Financial accounts are geared towards external users of accounting information. To answer
their needs, financial accountants draw up the profit and loss account, balance sheet and
cash flow statement for the company as a whole in order for users to answer questions such
as:
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o "What are the profits on which this company must pay tax?"
Every Indian company registered under the Companies Act 1956, is required to prepare a set
of accounts that give a true and fair view of its profit or loss for the year and of its state of
affairs at the year end. Annual accounts for Companies Act purposes generally include:
A directors’ report
An audit report
A balance sheet
If the company is a "parent company", (in other words, the company also owns other
companies - subsidiaries) then "consolidated accounts" must also be prepared. Again there
Comparative figures should also be given for almost all items and analysis given in the year
end financial statements. Exceptions to this rule are given individually. For example, there is
no requirement to give comparative figures for the notes detailing the movements in the year
Let us now discuss holding and subsidiary companies to have deeper understanding of
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Holding Companies
When a company acquires majority of shares in the ownership or is in a position to control
the management of the other company, the company is called a holding company and the
other is called a subsidiary company. A holding company is able to exercise control over the
may be eliminated, also advantages of monopoly or near monopoly may be enjoyed and
acquires all or majority of equity shares in other company (ii) If the other company controls
the management or the composition of its Board of directors (iii)If the company becomes a
Company of R because S have power to appoint the board of directors of R Company and
A holding company is a company or firm that owns other companies' outstanding stock. It
usually refers to a company which does not produce goods or services itself; rather its only
purpose is owning shares of other companies. Holding companies allow the reduction of risk
for the owners and can allow the ownership and control of a number of different companies.
In the U.S., 80% or more of stock, in voting and value, must be owned before tax
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Sometimes a company intended to be a pure holding company identifies itself as such by
In fact, A holding company is a parent company that owns enough voting stock in a
subsidiary to dictate policy and make management decisions. This is generally done through
This doesn't mean that the holding company owns all of the subsidiary's stock, or even a
majority of it. However, holding companies that control 80% or more of the subsidiary's
voting stock gain the benefits of tax consolidation, which include tax-free dividends for the
Because relationship of holding and subsidiary company is not amalgamation or merge but
both company joins for cutting the cost of competition and getting the benefits of monopoly.
2. Holding company can also deal with subsidiary company and it is also recorded in both
books .
3. Under Company act of India 1956 , it is required to attach the copy of final accounts of
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Advantages of Holding Companies
over a merger:
The ability to control operations with a small percentage of ownership and, thus,
Holding companies can take risks through subsidiaries, and limit this risk to the
subsidiary alone rather than placing the parent company on the line
Expansion can happen through simple stock purchases in the public market, which
avoids the difficult step of gaining approval from the subsidiary's board of directors
Through a holding company operation, a firm may buy 5, 10, or 50 percent of the stock of
another corporation. Such fractional ownership may be sufficient to give the holding
company effective working control over the operations of the company in which it has
acquired stock ownership. Working control is often considered to entail more than 25
percent of the common stock, but it can be as low as 10 percent if the stock is widely
distributed. One financier says that the attitude of management is more important than the
number of shares owned: “If management thinks you can control the company, then you
do.” In addition, control on a very slim margin can be held through relationships with large
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Because the various operating companies in a holding company system are separate legal
entities, the obligations of any one unit are separate from those of the other units. Therefore,
catastrophic losses incurred by one unit of the holding company system may not be
translatable into claims on the assets of the other units. However, we should note that while
this is a customary generalization, it is not always valid. First, the parent company may feel
obligated to make good on the subsidiary’s debts, even though it is not legally bound to do
An example of this was American Express’s payment of more than Rs.100 million in
connection with a swindle that was the responsibility of one of its subsidiaries.
Second, a parent company may feel obligated to supply capital to an affiliate in order to
protect its initial investment; General Public Utilities’ continued support of its subsidiaries’
Three Mile Island nuclear plant after the accident at that plant is an example.
And, third, when lending to one of the units of a holding company system, an astute loan
officer may require a guarantee by the parent holding company. To some degree, therefore,
the assets in the various elements of a holding company are not really separate. Still, a
catastrophic loss, as could occur if a drug company’s subsidiary distributed a batch of toxic
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Problems of Holding Companies
1. If less than 80% of the subsidiary is owned by the parent, the holding company pays
Provided the holding company owns at least 80 percent of a subsidiary’s voting stock, the
IRS permits the filing of consolidated returns, in which case dividends received by the
parent are not taxed. However, if less than 80 percent of the stock is owned, and then tax
returns cannot be consolidated. Firms that own more than 20 percent but less than 80 percent
of another corporation can deduct 80 percent of the dividends received, while firms that own
less than 20 percent may deduct only 70 percent of the dividends received. This partial
double taxation somewhat offsets the benefits of holding company control with limited
ownership, but whether the tax penalty is sufficient to offset other possible advantages is a
2. A holding company can be forced to dissolve more easily than a single merged operation.
company operation found guilty of antitrust violations. For instance, in the 1950s Du Pont
was required to dispose of its 23 percent stock interest in General Motors Corporation,
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Because there was no fusion between the corporations, there were no difficulties from an
operating standpoint in requiring the separation of the two companies. However, if complete
amalgamation had taken place, it would have been much more difficult to break up the
company after so many years, and the likelihood of forced divestiture would have been
reduced.
3. A holding company may expand through the use of leverage or debt, building a complex
corporate structure that can include unrealized values, and creating a risk if interest rates on
debt or the valuation of the assets posted as collateral for loans change dramatically.
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Subsidiary Company
b) That other –
i) Where the first mentioned company is an existing company in respect of which the
holders of Preference shares issued before the commencement of this Act have the same
voting rights in all respect as the holders of Equity shares exercises or controls more than
ii) Where the first mentioned company is any other company, holds more than half in
iii) The company is a subsidiary of any company which is that other company’s
subsidiary.
The controlled entity is called a company, corporation, or limited liability company; and in
some cases can be a government or state-owned enterprise, and the controlling entity is
called its parent (or the parent company). The reason for this distinction is that a lone
fiction as a separate entity can be a subsidiary. Contrary to popular belief, a parent company
does not have to be the larger or "more powerful" entity; it is possible for the parent
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company to be smaller than a subsidiary, or the parent may be larger than some or all of its
The parent and the subsidiary do not necessarily have to operate in the same locations, or
operate the same businesses, but it is also possible that they could conceivably be
competitors in the marketplace. Also, because a parent company and a subsidiary are
separate entities, it is entirely possible for one of them to be involved in legal proceedings,
bankruptcy, tax delinquency, indictment and/or under investigation, while the other is not.
The most common way that control of a subsidiary is achieved, is through the ownership of
shares in the subsidiary by the parent. These shares give the parent the necessary votes to
determine the composition of the board of the subsidiary, and so exercise control. This gives
rise to the common presumption that 50% plus one share is enough to create a subsidiary.
There are, however, other ways that control can come about, and the exact rules both as to
what control is needed, and how it is achieved, can be complex (see below). A subsidiary
may itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent
and all its subsidiaries together are called a "group", although this term can also apply to
cooperating companies and their subsidiaries with varying degrees of shared ownership.
Subsidiaries are separate, distinct legal entities for the purposes of taxation and regulation.
For this reason, they differ from divisions, which are businesses fully integrated within the
Subsidiaries are a common feature of business life, and most if not all major businesses
organize their operations in this way. Examples include holding companies such as
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Berkshire Hathaway as in this listing of its subsidiaries, Time Warner, or Citigroup; as well
as more focused companies such as IBM, or Xerox Corporation. These, and others, organize
their businesses into national or functional subsidiaries, sometimes with multiple levels of
subsidiaries.
An operating subsidiary is a business term frequently used within the United States railroad
industry. In the case of a railroad, it refers to a company that is a subsidiary but operates
In contrast, a non-operating subsidiary would exist on paper only (i.e. stocks, bonds, articles
of incorporation) and would use the identity and rolling stock of the parent company
Types of Subsidiaries
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Co-operative Company with limited liability
Minimum Capital - Three partners are needed. One quarter of capital contribution
must be paid-in
more managers.
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Advantages and Problems of Subsidiary
Advantages
Ability to offset profits and losses of one part of a business with another
Some countries allow subsidiaries to file tax returns on the profits obtained in that
country
Liabilities and credit claims are locked in that subsidiary and cannot be passed on to
Allows for joint ventures with other companies with each owning a portion of the
Problems of subsidiaries
Legal Risks: As long as the parent company holds its subsidiary accountable for the
expectations of its board of directors there is little risk for the parent to be found
liable for the wrong doings of the subsidiary. But, if the parent company exercises
excessive control for example has the same board of directors, use of common
letterhead, in such case the parent company and the subsidiary are treated as one and
Legal paperwork involved with creating a subsidiary can be lengthy and expensive
outside organization
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There are a few vital points that act against the concept of setting up a wholly owned
subsidiary. Once can even consider these points as major problems of going ahead and
setting up a subsidiary.
The first and foremost point to be considered while setting up a subsidiary is the huge
amount of initial investment capital. The firm will have no other option but to bear all of the
establishment costs for setting up the subsidiary on foreign land and operational costs to
The second and most dangerous problem is that there is the risk associated with becoming a
subsidiary. This risk is the risk of failure. The situation can go out of the hand, especially if a
foreign subsidiary rushes ahead recklessly without trying to get familiarized with the
cultural aspects and market swings in the host country. Often, it is seen that the subsidiary
comes down crashing in no time. The main cause behind the failure of a subsidiary on
foreign land is the fact that a subsidiary ends up being ignorant of the host country’s market
situation and fluctuating market trends. The subsidiaries often end up misjudging the host
Especially when you consider the huge amount of capital to be invested, setting up a wholly
owned subsidiary seems to be all the more risky. Such a high amount of investment coupled
with a high degree of risk of failure often discourages people from opting for a wholly
owned subsidiary.
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Parent Company - Subsidiary Relation
the board of directors even though it was incorporated by the parent company. This does not
mean that the subsidiary is uncontrolled. The parent company has the legal authority to hold
For the Parent company to control the independent subsidiary it should be:
Prepare bylaws defining the authority of the officers, their term in the office and
removal
CONTROL
COMPOSITIO
N OF BOARD
HOLDING COMPANY
HOLD MORE
HOLS THE THAN HALF OF
EQUITY SHARE
HOLDING CO.
CAPITAL
HOLDING COMPANY
HOLDING COMPANY
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PRESENTATION OF ACCOUNTS BY HOLDING COMPANIES
As laid down in section (212) of the companies Act, 1956. A holding company
requires to attach its balance sheet. The following documents and present the same to its
shareholders.
f) Where the financial year of the subsidiary company does not coincident with the
ii) Details of material changes which have occurred between the end of the
financial year or the subsidiary company an end of the financial year of the holding
company.
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AS. 21 – Consolidation of Financial statement
AS. 21 come into effect in respect of accounting periods commencing on or after 1st April
i.e. for year ending 31st March 2002. The A.S. 21 is applicable to all the enterprises that
prepare consolidated financial statement. It is mandatory for Listed companies and Banking
subsidiaries.
Consolidated financial statements are financial statements that factor the holding company's
subsidiaries into its aggregated accounting figure. It is a representation of how the holding
company is doing as a group. The consolidated accounts should provide a true and fair view
of the financial and operating conditions of the group. Doing so typically requires a complex
set of eliminating and consolidating entries to work back from individual financial
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The consolidated P & L includes the profits of subsidiaries and the company's share of
profits made by associates and joint ventures. If any subsidiaries are not fully owned then a
deduction will be made further down the P & L for the profits attributable to minority
interests.
The consolidated balance sheet similarly shows the amounts of assets and liabilities of the
company and all its subsidiaries. It also shows The value of holdings in associates and joint
ventures.
In contrast the company balance sheet and P & L only shows only shows the value of assets,
liabilities and profits of the company itself. The impact of subsidiaries, associates and joint
ventures is limited to the value of shares in them and dividends paid by them.
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How to prepare consolidated financial statements
A consolidated profit and loss account is prepared so that shareholders and other
interested parties can see the results of the group for a period as though it were a single
entity. It will also show how much of the profit accrues to the shareholders of the
parent company and how much to the minority and how the directors will distribute
However a parent company may, and many do, take advantage of a dispensation
offered by CA 85 - the ability not to publish its own profit and loss account if group
accounts have been prepared in line with CA 85 and its own profit is disclosed in a
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Consolidated Balance Sheet
Under Indian Company Act, there is no need to prepare combined or consolidated final
accounts of holding and subsidiary company in the books of holding company but holding
company attaches the copy of balance sheet, one copy of profit and loss account and one
copy of audit report of subsidiary company with his final accounts. But for showing true
It is easy to understand that consolidated balance sheet is a balance sheet in which all the
assets and liabilities of holding company and subsidiary company are added with each other
but practically, it is tough to make consolidated balance sheet of holding and subsidiary
company.
holding company and its subsidiaries. Consolidated balance sheet is nothing but addicting of
up or combining the balance sheet of holding and its subsidiary together. However assets
and liabilities are straight forward, i.e. added line to line and combination of share capital,
reserves, and accumulated losses are not directly added in consolidated balance sheet.
The following points need special attention while preparing consolidated balance sheet.
2) Date of Balance sheet of holding company and that of various subsidiary companies must
be same. If they are not so necessary adjustment must be made before consolidation.
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5) Revaluation of fixed assets as on date of acquisition, depreciation, adjustment on
Steps for preparing consolidated balance Sheet of the holding company and its
subsidiary-company.
1st-Step
Add all the assets of subsidiary company with the assets of holding company. But
balance sheet because, investment in subsidiary company will automatically adjust with the
2nd-step
Add all the liabilities of subsidiary company with the liabilities of holding company. But
Share capital of subsidiary company in holding company will not shown in the consolidated
balance sheet in the books of holding company. Because, this share capital automatically
adjust with the amount of the investment of holding company in to subsidiary company .
3rd-Step
First of all we should know what minority interest is. Minority interest is the shareholder but
there is not holding company’s shareholder. So, when holding company shows consolidated
balance sheet, it is the duty of accountant to show minority interest in the liability side of
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consolidated balance sheet.
------------------------------------------------------------------------
-----------------------------------------------------------------------------
------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4th Step
If holding company purchases shares of subsidiary company at premium, then the value of
premium will be deemed as goodwill or cost of capital and shows as goodwill on the assets
But if holding company purchases the shares of subsidiary company at discount, then this
value of discount will be capital reserve and show in the liability side of consolidated
balance sheet.
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5th Step
Pre – acquisition profit and reserve of subsidiary company will be shown as capital reserve
in consolidated balance sheet but the value of minority interest’s profit or reserves deducts
Value of profit X minority interest’s value of shares in subsidiary company / total share
_____________________________________________________
--------------------------------------------------------------------------------------
6th Step
After the date of purchasing the shares of subsidiary company , profit of subsidiary company
will also deem of holding company and it include in the profit of holding company and we
also separate the part of profit of minority interest and add in minority interest’s value and
7th Step
All common transaction between holding company and subsidiary company will not show in
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the consolidated balance. There following common transaction:
1. Goods sold and goods purchase on credit and the value of debtor or creditor either
subsidiary company or holding company will not show in consolidated balance sheet
2. Value of bill payable or bill receivable of holding company on subsidiary company will
also not shown but if some bills value is discounted from third party then either of both
8th Step
If subsidiary company sells the goods to holding company or holding company sells the
goods to subsidiary company at profit and if such goods will not sold in third party , then the
profit will not realized , so such unrealized profit will not credited to profit and loss account
. At this time a stock reserve account is opened and all amounts of unrealized profit transfers
to this account and this accounts total amount is deducted from closing stock of consolidated
balance sheet.
Suppose
________________________
100000
2000
---------------------------------
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98000
----------------------------------
If subsidiary company has also other outsider’s shares then holding company makes reserve
9th Step
Treatment of Dividends
if holding company gets the dividends from subsidiary company, then this will divide into
two parts. If subsidiary company declare dividend out of capital profits, then this will add in
capital reserves in consolidated balance sheet. But, if subsidiary company has declared the
profit out of revenue gains, then this dividend will add in general profit and loss account and
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Figure 1
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CONSOLIDATED PROFIT AND LOSS ACCOUNT
The consolidated profit and loss account of the holding company and its subsidiaries are
prepared to show the operating activities of the companies comprising the groups. While
preparing the consolidated profit and loss account of the holding company and its
subsidiary, the items appearing in the profit and loss account of the holding company and
the subsidiary companies have to be aggregated. But while doing so, the following
1) Prepare profit and loss account in columnar form Amounts relating to inter company
transactions are entered in the adjustment column against the respective items and are
2) All inter company operating transactions are eliminated such as purchase and sale of
4) Dividends received from the subsidiary company by the holding company should be
eliminated from both the sides of consolidated profit and loss account.
5) Interest accrued and outstanding on Debenture of the subsidiary company held by the
holding company should be 23 accounted by holding and subsidiary company both and then
of shares by the holding company should be adjusted in consolidated balance sheet and
respective fixed assets and in the consolidated profit and loss account.
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7) The minority interest in the profit of subsidiary company should be transferred minority
interest account, in the proportion of total profit after adjustment of revaluation of fixed
9) Share of holding company in the past acquisition profits shall be considered as revenue
profits.
10) The balance in holding company columns will represents the total profit or loss made or
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LAYOUTS FOR CONSOLIDATED PROFIT AND LOSS
ACCOUNTS AND BALANCE SHEETS
The consolidated profit and loss account should be drawn up according to the following format:
1. Commission income
4. Interest income
7. Commission expenses
8. Interest expenses
9. Administrative expenses
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(aba) Pension costs
14. Share of profit/loss of undertakings included in the consolidated accounts using the equity
method
(a) Taxes for the financial year and previous financial years
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20. Share of profit/loss for the financial year attributable to minority interests
The consolidated balance sheet should be drawn up according to the following layout:
ASSETS
1. Liquid assets
4. Debt securities
(b) Other
6. Participating interests
8. Intangible assets
(b) Goodwill
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9. Tangible assets
(a) Real estate and shares and participations in real estate corporations
10. Claims in respect of share, investment share capital and original fund issues
LIABILITIES
A. LIABILITIES
(a) Bonds
(b) Other
4. Other liabilities
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6. Compulsory provisions
7. Subordinated liabilities
B. EQUITY CAPITAL
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(a) Reserve for own retained shares
(b) Other
(b) Other
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Foreign Subsidiaries
Foreign subsidiaries companies final A/c should be consolidated along with other
subsidiary companies in the usual manner. The trial balance of the subsidiary or balance
sheet and profit and loss A/c of the foreign subsidiary is the first converted into home
currency. The rules of conversion are the same as for foreign branches which can be
summarized as under. a) Fixed Assets and fixed liabilities should be converted at the rate of
exchange prevailing as on date when such assets were purchased or such liabilities are
incurred or the payment was made if they are acquired or raised after acquisitions of shares.
b) Floating assets and liabilities should be converted at the rate of exchange prevailing on
c) Revenue items or net profit for the year should converted at the average rate of exchange
d) Opening stock should be converted at the rate of exchange at the beginning of the year.
f) Any remittances for purchases of goods by subsidiary company from holding company or
vice-versa should be converted at the actual rates prevailing on the date of purchase or date
of receipt of remittances.
g) Fixed assets / Fixed liabilities as on date of acquisition which are carried forward should
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After converting the various items of trial balance a new trial balance can be prepared,
difference if any in the new trial balance should be transferred to exchange fluctuation
account. Such difference may be carried and shown in the Balance sheet either as an asset or
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Illustration
The following are the summarized Balance Sheets of X Ltd. and Y Ltd. as at 31st December
2010.
1) X Ltd. acquired its interest in Y Ltd. on 1st January, 2010 when the balance to the
2) The Balance to the Profit & Loss Account of Y Ltd. as on 31st December, 2010 was
arrived at as under
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3) Balance to the Profit and Loss Account of Y Ltd. as on 1-1- 2010 was after providing for
dividends on Preference shares and 10% dividends on Equity shares for the year ended 31st
December, 2009, these dividends were paid in cash by Y Ltd. in May 2010.
4) No entries have been made in the books of X Ltd. for debenture interest due or for proposed
5) Mutual indebtedness of Rs. 24,000 is reflected in the balances shown in the Balance Sheets.
6) Y Ltd. in October 2010 issued fully paid up bonus shares in the ratio of one share for every four
shares held – by utilising its general reserve. This was not recorded in the books of both the
companies.
7) Dividend paid by Y Ltd. for 2009 was credited to profit & Loss A/c of X Ltd. instead of crediting
to investments in Subsidiary Company A/c. 8) X Ltd. acquired both the Equity shares and Preference
shares of Y Ltd. on 1st January, 2010. From the above information, you are required to prepare the
Consolidated Balance Sheet of X Ltd. and its subsidiary Y Ltd. as at 31st December, 2010. All
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BIBLIOGRAPHY
1. http://archive.mu.ac.in/myweb_test/MCOM-%20Ac-%20Paper%20-
%20I.pdf
2. http://icaitv.com/live/icai210913/WebcastAccountingStandards21-23-
27V1p3.pdf
3. http://www.svtuition.org/2009/03/how-to-prepare-consolidated-
balance.html
4. http://www.svtuition.org/2009/03/what-is-holding-company.html
5. http://www.federalreserve.gov/reportforms/forms/FR_Y-
9C20130331_i.pdf
6. http://vinodkothari.com/wpcontent/uploads/2014/01/accounting-
standard-AS-21-consolidation.pdf
7. http://www.classifiedsonweb.com/backend/uploads/17.Accounts%20of
%20Holding%20Companies(Theory).pdf
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