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Chương 1 (IFRS 10)
Chương 1 (IFRS 10)
Chương 1
KHÁI QUÁT
CÁC KHOẢN ĐẦU TƯ VÀO
CÔNG CỤ VỐN VÀ HỢP
NHẤT KINH DOANH
11
NỘI DUNG
1. Ôn tập về cấu trúc của tập đoàn
2. Phân loại đầu tư vào công cụ vốn
3. Vận dụng chuẩn mực kế toán cho các khoản
đầu tư vào đơn vị khác
4. Khái niệm kiểm soát
5. Khái niệm ảnh hưởng đáng kể
6. Lý thuyết hợp nhất
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Introduction
Parent-Subsidiary Relationship
Group
Subsidiary
Consolidation:
Parent Process of preparing
Control and presenting
(Controlling Subsidiary
financial statements of
entity) parent and subsidiary
as if they were one
economic entity
Subsidiary
Consolidated FS:
Artificial creations
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liên doanh
đồng kiểm soát
liên kết
có ảnh hưởng đáng kể
10
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Equity method
IFRS 9
11
• Trading • Associated
• Partially-owned subsidiary
securities company
• Fully-owned subsidiary
• Available- for- • Joint-
p
sale securities arrangements
u 1. Exert significant 1. Gain entry intro a new market
r 1. Earn dividend influence or 2. Achieve synergistic benefits
p 2. Make capital control over from complementary
o
gain investee’s strengths
s
operation 3. Gain market dominance
e
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Voting rights
100%
Investment in
tìm hiểu kĩ 10 và
Subsidiary IFRS 10 3
Control IFRS 3
50%
Joint
Arrangement IFRS 11
joint control IAS 28
Investment in
Associate
IAS 28
20% significant influence
Other long-term
investments
Non - significant influence IFRS 9
0%
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• An investor controls an khi dn có quyền đối với thu nhập của bên nhận đầu
investee if and only if tư
Power
the investor has all of quyền
the following: khả năng
– Power over the
investee
– Exposure, or rights to
Ability Control
variable returns from
its involvement with
the investee, and
– The ability to use its
power over the
investee to affect the Returns
amount of the
investor’s returns
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KIỂM SOÁT
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P+A+R
• Sources of power: voting rights
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P+A+R
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P+A+R
• Sources of power: power over key management personnel
– Control arises when an entity is able to make decisions on the activities that
are most significantly impact returns, and these decisions are made by key
management personnel
– The entity that is able to appoint, remove and remunerate these personnel
effectively has the power over these personnel.
– Key management personnel: persons having authority and responsibility for
planning, directing and controlling the activities of the entity, directly or
indirectly, including any director (whether executive or otherwise) of that
entity. (IAS 24)
– Key management personnel may include “shadow directors” or people who
control key management personnel of that entity.
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P+A+R
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P+A+R
• Protective rights
– Rights must be substantive and not merely protective.
– Protective rights are decision making rights on fundamental changes to
an investee’s activities and are often relating to exceptional events, e.g.
the right of a lender to restrict the payment of dividends by the borrower
when lending covenants are breached
• Unilateral ability
– When an investor is able to exercise power on another entity without
restrictions from other parties
– Control is therefore different from joint control which requires unanimous
consent from parties.
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P+A+R
• Quyền bảo vệ (Protective rights)
– Các quyền phải thực chất và không chỉ là quyền bảo vệ
– Quyền bảo vệ là các quyền ra quyết định làm thay đổi căn bản hoạt
động của bên nhận đầu tư và thường liên quan đến các ngoại lệ, như
quyền bên cho vay hạn chế bên đi vay trả cổ tức khi hợp đồng vay bị vi
phạm.
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P+A+R
• Currently exercisable
– In the situations with potential ordinary shares, the rights must be
exercisable in a timely manner to enable the holder to direct
relevant activities to make returns.
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P+A+R
• An investor has to consider total variable returns that it is exposed or
have a right to as a result of its involvement with an investee.
– Variable returns: not fixed any may be only positive (e.g. option
holder), only negative (option writer) or both positive and
negative (e.g. holding ordinary shares)
******************************************************************************
IFRS 10 is dynamic. Continually re-assess control when facts and
circumstances change with respect to power, ability and returns.
Power may be gained or lost through events that do not involve the investor.
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Affiliation structures
X Co. Situation 1: X Co. Situation 2:
X Co. controls X Co. controls
Y Co. and A Co. Y Co., B Co.
100% Even though X.Co. 60% and Z Co.
indirectly owns Does not own
75% Break in A Co. (<51%)
Y Co. control at B and Y Co.
hence no control
50% 50% 60% over Z Co. 55% 60% 50%
xét quyền kiểm soát và tỷ lệ
quyền biểu quyếtcủa cty gián
B Co. Z Co. A Co. B Co. Z Co. A Co.
50% 40%
tiếp qua cty con
Situation 1 Situation 2 26
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Significant influence
Power to participate in the financial and operating policy decisions of
the investee but is less than control and is not equivalent to joint
control over those policies (IAS 28:2)
Default assumption:
An investor has ownership of 20% or more of the voting power and equal to
or less than 50% of the voting power in an investee, including “potential
voting rights”
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Multi-level structures
P
P
Situation 1: Situation 2:
80% 50% P has significant P has significant
influence over: 40% 50% influence over:
i) Y (50% direct i) A (40% direct
X Y interest) interest)
ii) Z (65% indirect A C ii) C (50% direct
interest) – P has interest)
50% no control over 80% iii) B (42% indirect
50% 20%
Y interest)
Z B
Situation 1 Situation 2
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Example 1
X Ltd is operated on an joint arrangement between K
international Ltd and M Ltd. K Ltd accounts for 30%. The
residual portion belong to M Ltd. X Ltd’s regulation says:
• The Board has 6 member, of those 2 are from M Ltd, 4
are from K
• The Board is reselected in every 2 years
• The Board’s decisions are made when over 2/3 of the
Board’s member support
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Example 2
There are 3 parties relating to ABC Ltd. The share of A Ltd, B
Ltd, C Ltd in ABC are 40%, 40%, 20%. Upon agreement:
(2a) Strategic decision is made when all the members support
(2b) Strategic decision is made when 80% the members
support
(2c) Strategic decision is made when majority of the members
support
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Consolidation Theories
• Theories relating to consolidation are critical when the
percentage of ownership in a subsidiary is less than 100%
90% 10%
Subsidiary
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Consolidation Theories
Ownership of the combined entity Joint-ownership of the combined entity
involving a wholly owned subsidiary involving a partially owned subsidiary
30%
Parent company ownership in Parent company
Non-controlling subsidiary
100% 70%
ownership shareholders of a ownership
subsidiary
Subsidiary Subsidiary
2 groups of shareholders
Wholly owned by the
1) The parent company’s shareholders; and
parent company’s
2) The non-controlling shareholders of the
shareholders
subsidiary
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Comparison of Issues
Issues Entity Theory Parent Theory
Who are the primary Both non-controlling Benefit of parent
users of the consolidated interest and majority company shareholders
financial statements? shareholders
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Comparison of Issues
Issues Entity Theory Parent Theory
Should net assets of
the subsidiary acquired Fair value of net NCI net assets of
be shown at full fair assets of subsidiary subsidiary at date of
values or at the at date of acquisition acquisition shown at
parent’s share of the reported in full book value
fair value?
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Summary of Differences
Neither as equity or
Presentation of NCI As part of equity
debt
Goodwill is an entity
asset and should be Goodwill is parent’s
Goodwill
recognized in full as at asset
date of acquisition
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• FASB through SFAS 141, now known as Codification Topic No. 805
Business Combinations, requires the recognition of the NCI’s share
of goodwill.
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Scenario
• P Co purchased 80% interest in S Co. on 1/1/20x1
• Consideration transferred: $1,200,000
• NCI: 20%
• BV of equity of S Co. at acquisition date (1/1/20x1): $1,200,000
• (FV – BV) of property: $100,000
(Ignore tax effect and depreciation)
• FV of NCI: $300,000
• BV of equity of S Co. at 31/12/20x1: $1,270,000
• Net profit after tax (NPAT) of S Co.: $70
• Net profit after tax (NPAT) of P Co.: $350
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