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74534bos60448 Indas110
74534bos60448 Indas110
GROUP ACCOUNTS/CONSOLIDATION
TYPES OF INVESTMENTS
Control can be
De Facto Example:
Control • Parent owns 20% of voting rights and the balance 80% voting rights
are spread over 2000 shareholders across the country
• There exists a contractual arrangement to direct, despite having just
20% voting rights
Outright
YES NO
Control
Joint
YES NO
Control?
Consolidate Financial
Control Accounting requirement Investment entities
statements
requires an entity (a parent) that controls one or more other entities (subsidiaries) to present
consolidated financial statements (CFS)
defines the principle of control and establishes Control as the basis for consolidation
Covered by
2. Accounting for investments without having control Ind AS 111, Ind AS 28, Ind AS 109
KEY DEFINITIONS
Associate is an entity, over which an investor has significant influence and which is
Associate
neither a subsidiary nor an interest in joint venture
Joint
An arrangement of which two or more parties have joint control
Arrangement
Consolidated CFSs are the financial statements of a Group in which (1)assets (2)liability (3)equity
Financial (4)income (5)expenses and (6)cash flows of the parent and the subsidiary – are present-
Statements (CFS) ed as those of a single economic activity
(a)Existing rights that give the (b)current ability to direct the c) relevant activities
Assume that:
• CT Corp owns 40% shares of ABSPL
• ABSPL’s shares are structured in such a way that every share has one voting
right
• CT Corp also owns options (that are exercisable at any stage) under which CT
Corp can obtain another 20% share capital of ABSPL
• At the reporting date, CT Corp has the financial ability and the intention to
exercise these options and acquire 20% shares of ABSPL
Power
Does CT Corp controls ABSPL?
YES
In this case:
• Power over investee Voting Rights + Potential Voting Rights
• Exposure to Variability:
o CT Corp’s profit will depend on ABSPL’s financial performance (Equity Shares)
• Ability to Affect the Outcome:
o The voting rights give CT Corp the ability to control decisions made by the
BODs, viz. the relevant activities are affected by CT Corp’s
Power arises from right which can be (a) voting rights (b) potential voting rights (c) arising from
contractual arrangements or (d) a combinations of these rights
Relevant • Assume that a structured entity (SE) is formed to manage debts of a financial
Activities institution including activities such as (a) restructuring of debts (b) debt collection
(c) debt management (d) legal process relating to debt management etc.
• In this case, the party which controls the above activities actually control the SE
If more than one investors direct different relevant activities, identify which investors can
direct that activities that most significantly affect return
Removal
Rights to deprive the decision-maker of its decision-making authority
Rights
Participative Participative rights generally do not provide the holder of such rights with power,
Rights but may preclude another party from having power
Rights designed to protect the interest of the party holding those rights, without giving
that party power over the entity to which the rights relate
Protective • When entering into a contract, there may be certain T&C that protect the interest
Rights of the party under certain circumstances
• These rights apply only under those circumstances
• Therefore, protecting rights are not considered as substantive in all circumstances,
and hence are not seen as Power
• Substantive rights are that are exercisable when decisions about the
relevant activities of the investee need to be made
• The investor must have the current ability to direct relevant activities
• The holder of these rights has the practical ability to exercise them;
they are not merely in the nature of protective rights
Potential • Potential Voting Rights are considered in assessment of power only if they are
Voting substantive
Rights
Purpose and Design also considered
• Potential voting rights that are substantive-can give the holder power
• Determining whether potential voting rights are substantive require judgement !
Three Elements of Control, which are the basis of consolidation under Ind-AS 110
Power is signified by Returns that are not fixed and Ability to use power to
existing (substantive) rights have the potential to vary – affect returns
that give the current ability with the performance of the
to direct the relevant activities investee
of the investee
To have power, it is necessary for the investor to have (a) existing (substantive) rights that give it (b)
current ability to direct (c) the relevant activities (that significantly affect the investee’s returns)
The new control model under Ind-AS 110 is based on the existence of three elements of control:
When all of these three elements of control are present, then an investor is considered to control an
investee and consolidation is required
WHAT IS POWER ?
Do
e
t
no d Power is the (a) existing right – that give an investor Pro s not
ed e tec aris
Ne ercis (b) current ability to direct (c) the relevant activities tive e fr
ex Rig om
be Power arises from substantive rights to direct the relevant activities hts
• Rights depend on the (a) nature of activities, (b) legal structure and (c) the
manner in which decisions are taken
Rights • Can arise from voting rights, potential voting rights, contractual rights, or a
combination
• Evaluate the impact of various rights and their interaction
EVALUATION OF POWER
D. Determine whether
investor’s rights provide ability
to direct relevant activities E. Does entity have
power over
structured entity?
YES Directed by
Does entity own> 50% of
contracts
substantive voting rights NO YES
Directed by
contracts
NO
YES
Is there de-facto control? No Power Power
NO
YES
Do substantive potential voting
rights give controlling power?
NO
Do other contractual
agreements, or some
YES UNCLEAR
combination of contracts, Consider factors in
voting rights and potential Ind AS110. B18-B20
voting rights provide
controlling power?
NO e.g.
• Appointment of KMPS
• Verb power held by investor
No Power • Investee’s KMP are related party of
investor
• Investee is dependent on investor’s
Power funds/technology
B. and C. • How (a) operating and capital decisions (b) budget (c) appointment and
Relevant activities remuneration of KMPs etc. are made?
and how decisions • How decisions that arise only in response to specific circumstances are made?
are made w.r.t. these • If different investors have ability to direct different activities – which activities
relevant activities most significantly affect returns?
Power can exist - even if others participates in directing the relevant activities.
For instance, other participating may have significant influence over the investee
Evidence that an investor directed activities in the past is an indicator of power, but is not conclusive
Assess whether the investor has power over the relevant activities
Application of Single Control Model under Ind AS 110 entails several steps
4. Assess whether the investor has power over the relevant activities
Silo = portion
of an entity • None of the silo’s assets can be used to pay other obligations of the entity
that is treated • The Silo’s assets are the only source of payment for the silo’s liabilities and
as a deemed • Other than the silo’s creditors, no party has any rights or obligations related
separate entity to the silo’s assets or to residual cashflows from those assets
This will be the case if all the assets, liabilities and equity of that part of the investee are
ring-fenced from the rest of the entity
Note: If an Investor has control over specified assets of an investee, it treats that portion(‘silo’) of the
investee as a separate entity
Existence of silos is not confined to structured entities but is more likely to arise there
Relevant activities are those activities that significantly affect the investor’s returns
If two investors direct different relevant activities, identify which investor can direct the activities
that most significantly affect the investor’s returns
Also, consider and understand the purpose and design of the investee
Examples of activities that can potentially be Assess which activity most significantly
relevant activities include: affects investee’s returns, considering the
• Selling and purchasing of goods or services following factors:
• Managing financial assets during their life • Purpose and design of the investee
(including on default) • Factors that determine profit margin,
• Selecting, acquiring or disposing of assets revenue, value of the investee
• Researching & developing new products / • Effect of each investor’s decision-making
processes authority on investee’s returns
• Determining a funding structure or obtaining • Investor’s exposure to variability of returns
funding etc.
Relevant activities can change over a period of time………..need for continuous assessment…..
Are voting rights relevant? ( In assessing whether investors has over investee)
Determine What is the process of making decisions with respect to relevant activities?
Are voting rights relevant? (In assessing whether investor has power over invested)
Voting Rights are relevant (4A) Rights other than voting rights are
relevant (like contractual rights)
Majority of voting rights Less than majority of
voting rights Consider
Consider
Consider • Purpose and design
Rights held by (like investor’s commitment to continued
others Agreement with operation of investee, contractual agreement
other vote holders etc.)
• Evidence of practical ability to direct
Other contractual (E.g. directing investee to enter into significant
agreements transactions for investor’s benefit)
• Special relationships
Potential voting (like De facto Agent, Investee’s operations
rights (4B) depend on investor funding or technology etc.)
• Large Exposure to variability of returns
De facto power 4(C)
Protective rights
NOT evaluated Consider only substantive rights
Note:
Only one investor can have power over the investee at a single point in time (Ind AS 11.16)
Whether the holder has the practical ability to exercise the rights?
Only
Are there barriers that prevent
Substantive
holder from exercising the rights? Do several parties need to agree
Rights
considered for the rights to become
Would party holding the rights exercisable or operational?
benefit from their exercise?
Yes
Is the right exercisable when decision about the relevant activities of an investee
need to be made?
Yes
Substantive Right
• Substantive Rights are rights that are Protective rights are right that:
exercisable when decision on relevant • Are intended solely to protect the interest of
activities are made their holders rather than to transfer power to
• Substantive rights are existing rights, that give that party
the investor the current ability to direct the • Relate to fundamental changes in entity’s
relevant activities of the investee activities or apply only in exceptional
• A right is substantive if the holder has the circumstances
practical ability to exercise that right, when
decisions about relevant activities are made
Factors to consider is assessing whether a right is substantive, inter alia, include the following:
Are there barriers (economic or otherwise) that would prevent the holder from exercising their
rights?
Do the holders have the practical ability to exercise their rights - in cases where exercise
requires agreement by more than one investor?
Would the investor that holds the rights benefit from their exercise of conversion?
POTENTIAL Potential Voting Rights are considered in assessment of power, only if they are
VOTING substantive (considering factors like exercise price, date, procedures, etc.)
RIGHTS
Example
Parameters Substantive Non-substantive Depends on facts and
circumstances
Exercise Price At market (fair value) OR Deeply out-of-the-money Out-of-the-money
in-the-money
Exercise Period Currently exercisable Not exercisable Exercisable, but decisions
need to be made
Financial Ability to Exercise Holder has cash/financing Holder has no financial Holder would have to raise
readily available ability financing
An agent is primarily engaged to act on behalf of and for the benefit of others
Principal’s power may be held and exercisable by an agent, but on behalf of the principal
Power Power
+ +
Exposure to Exposure to
Variability in returns Variability in returns
+ +
Use of Power – primarily to Use of Delegated Power –
generate returns for itself primarily for the benefit of others
= =
Investor is a Principal Investor is an Agent
Investment entities:
• should not consolidate controlled investments
• measure investments at FVTPL
A parent of an investment entity should consolidate all subsidiaries it controls, unless the parent itself is an
investment entity
If change in market conditions affect one of the Control criteria, re-evaluate control
Consolidation of an investee shall:
• begin from the date the investor obtains control of the investee; and
• cease when the investor loses control of the investee
Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent
Step 1 with those of its subsidiaries
Offset (eliminate):
Step 2 • Carrying amount of parent’s investment in subsidiary
• Parent’s portion if equity of each subsidiary
Profits / losses from intra-group transactions recognized in assets are eliminated in full
Parent and Subsidiary to use the same reporting date unless impracticable
(Difference in period ends cannot exceed 3 months)
A parent need not present Consolidated Financial Statement, If all the following conditions are met:
1 Entity is a subsidiary (wholly owned or, partially owned) and no owners object to non-consolidation
2 No debt or equity instrument traded in public market
3 Did not file and is not in the process of filing its financial statements with a regulatory organization – to issue
any class of instruments in a public market
4 The ultimate parent (or, any intermediate parent of the parent) produces a CFS that comply with Ind-AS & the
same is available for public use
De facto control is a situation, where an entity that owns less than 50% of the
DE FACTO
voting rights in another entity is deemed to have control, when it has the
CONTROL
practical ability to direct relevant activities of the entity
To ascertain if… De facto control exists, consider all facts and circumstances like
• Contractual arrangements between the investor and other vote holders
• Contractual rights arising from other arrangements (such as operational or financial agreements that
may provide significant substantive rights)
• Potential voting rights of the investor and/or other investors
• Relative size of the investor’s % of vote and dispersion of the voting rights
• Size of an investor’s voting rights
- Voting rights (absolute amount and relative to other vote holders)
- Number of other vote holders that will need to act together
- Voting patterns at previous shareholders’ meetings
Note:
If after considering the above factors, it is not clear that the investor has power- then the investor does not
control the investee
If a parent loses control of a subsidiary, it shall follow the accounting treatment mentioned below:
• the assets (including • the fair value of the • to profit or loss, or • recognise any resulting
any goodwill) and consideration received transfer directly to difference as a gain or
liabilities of the • if loss of control retained earnings if loss in profit or loss
subsidiary involves a distribution required by other Ind attributable to the
• the carrying amount of of shares of the ASs, the amounts parent
any non-controlling subsidiary to owners, recognised in other
interests in the former then that distribution; comprehensive income
subsidiary and in relation to the
• any investment subsidiary (refer note 2
retained in the former below)
subsidiary at its fair
value at the date when
control is lost (refer
note 1 below)
Note 1:
The fair value at which the retained interest is recognized shall be regarded as the fair value on initial
recognition of a financial asset in accordance with Ind AS 109 or, when appropriate, the cost on initial
recognition of an investment in an associate or joint venture.
Note 2:
If a parent loses control of a subsidiary, the parent shall account for all amounts previously recognized in
other comprehensive income in relation to that subsidiary on the same basis as would be required if the
parent had directly disposed of the related assets or liabilities.
In determining whether to account for the arrangements as a single transaction, a parent shall consider all the terms
and conditions of the arrangements and their economic effects. One or more of the following indicate that the parent
should account for the multiple arrangements as a single transaction:
They are entered into at the same time or in contemplation of each other.
The occurrence of one arrangement is dependent on the occurrence of at least one other arrangement.
One arrangement considered on its own is not economically justified, unless it is considered together with
other arrangements. (e.g. when a disposal of shares is priced below market and is compensated for by a
subsequent disposal priced above market)
An entity shall disclose information that enables users of its consolidated financial statements
to understand
to evaluate
• the nature and extent of significant restrictions on its ability to access or use assets, and settle liabilities, of the group
• the nature of, and changes in, the risks associated with its interests in consolidated structured entities
• the consequences of changes in its ownership interest in a subsidiary that do not result in a loss of control; and
• the consequences of losing control of a subsidiary during the reporting period
When the financial statements of a subsidiary used in the preparation of consolidated financial statements are as of a date
or for a period that is different from that of the consolidated financial statements, an entity shall disclose:
• the date of the end of the reporting period of the financial statements of that subsidiary; and
• the reason for using a different date or period
An entity shall disclose for each of its subsidiaries that have non-controlling interests that are material to the
reporting entity:
the principal place of business (and country of incorporation if different from the principal place of business) of the
subsidiary.
the proportion of voting rights held by non-controlling interests, if different from the proportion of ownership
interests held.
the profit or loss allocated to non-controlling interests of the subsidiary during the reporting period.
accumulated non-controlling interests of the subsidiary at the end of the reporting period.
Significant restrictions (eg statutory, contractual and regulatory restrictions) on its ability to access or use the
assets and settle the liabilities of the group, such as:
• those that restrict the ability of a parent or its subsidiaries to transfer cash or other assets to (or from) other
entities within the group.
• guarantees or other requirements that may restrict dividends and other capital distributions being paid, or loans
and advances being made or repaid, to (or from) other entities within the group.
The nature and extent to which protective rights of non-controlling interests can significantly restrict the entity’s
ability to access or use the assets and settle the liabilities of the group (such as when a parent is obliged to settle
liabilities of a subsidiary before settling its own liabilities, or approval of non-controlling interests is required
either to access the assets or to settle the liabilities of a subsidiary).
The carrying amounts in the consolidated financial statements of the assets and liabilities to which those
restrictions apply.