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74530bos60448 Indas103
74530bos60448 Indas103
Objective
To improve the relevance, reliability and comparability of the information provided in the
financial statements about a business combination and its effects
To accomplish that, this Ind AS establishes principles and requirements for how the acquirer, in its financial statements
Identifiable Liabilities "OZ OPODPOUSPMMJOH Goodwill acquired in the business To evaluate the nature and
assets acquired assumed interest in the combination or a gain from a financial effects of the
acquiree bargain purchase business combination
Scope
This Ind AS applies to a transaction or other event that meets the definition of a business combination
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liabilities assumed
t ͳF DPTU PG UIF HSPVQ TIBMM CF BMMPDBUFE UP UIF JOEJWJEVBM JEFOUJmBCMF BTTFUT BOE MJBCJMJUJFT PO UIF CBTJT PG UIFJS
relative fair values at the date of purchase
t /P HPPEXJMM BSJTFT JO BTTFU BDRVJTJUJPO
An entity shall account for each business combination by applying the ACQUISITION METHOD
Yes /P
A business combination may be structured in a variety of ways for legal, taxation or other reasons, which include but are not
limited to:
(a) one or more businesses become subsidiaries of an acquirer or the net assets of one or more businesses are legally merged
into the acquirer
(b) one combining entity transfers its net assets, or its owners transfer their equity interests, to another combining entity or its
owners
(c) all of the combining entities or its owners transfer their net assets or equity interest, to a newly formed entity
(d) a group of former owners of one of the combining entities obtains control of the combined entity.
Business Elements
(It generally consists of:)
Goodwill :
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But
A business need not necessarily have goodwill
Meaning of a Business
A business need not include all the inputs or processes that the seller used in operating that business
If a market participant is capable of utilising the acquired set of activities and assets to produce outputs by
integrating the acquired set with its own inputs and processes, the acquired set might constitute a business
If the elements that are missing from an acquired set are not present with a market participant but easily
replaced/replicated, the acquired set might still be a business
The acquired set of activities and assets must have at least some inputs and processes in order to be
considered a business
Determination should be based on whether the integrated set is capable of being conducted and managed as
a business by a market participant (rather than the specific acquirer)
/P
Acquired
Inputs GO T O A
and
Processes GO TO B
Yes
Yes Yes
/P /P
/P TVCTUBOUJWF It is an asset GO TO A
A process acquired acquisition
Substantive It is a business
B process acquired combination
Concentration Test
An optional test (the concentration test) has been introduced in Ind AS 103 to permit a simplified assessment of whether an acquired set
of activities and assets is not a business.
On the basis of the above test, following will be the consequences:
/P GVSUIFS
assessment is
needed
All business combination within the scope of Ind AS 103 are accounted under the
acquisition method (also known as purchase method)
Identifying the Acquirer
For each business combination and in order to apply the purchase method, one of the
combining entities shall be identified as the acquirer
As per Ind AS 110, an investor controls an investee if and only if the investor has all the following:
Power over the &YQPTVSF PS The ability to use Control over the
investee rights, to variable its power over the Investee
returns from its investee to affect
involvement with the amount of the
the investee investor’s returns
Note: The above definition is very wide and control assessment does not depend only on voting rights instead it
depends on other factors as well, which are discussed in detail in Ind AS 110
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making the determination :
Acquirer is usually the Acquirer is usually the entity that issues its The entity whose size is
entity that transfers the equity interests significantly greater than
cash or other assets or [Note: )PXFWFS JO TPNF CVTJOFTT that of the other combining
incurs the liabilities combinations, commonly called ‘reverse entity or entities
acquisitions’, the issuing entity is the acquiree]
Acquirer normally has the largest portion of the voting rights in the combined entity
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warrants or convertible securities)
&YJTUFODF PG B MBSHF NJOPSJUZ WPUJOH JOUFSFTU JO UIF DPNCJOFE FOUJUZ JG OP PUIFS PXOFS
or organised group of owners has a significant voting interest
Acquirer will have ability to elect or appoint or to remove a majority of the members
of the governing body of the combined entity
The acquirer is usually the combining entity whose (former) management dominates
the management of the combined entity
ͳF BDRVJSFS JT VTVBMMZ UIF DPNCJOJOH FOUJUZ UIBU QBZT B QSFNJVN PWFS UIF QSF
combination fair value of the equity interests of the other combining entity or entities
Date of Acquisition
The date on which the acquirer obtains control of the acquiree (as identified by the acquirer)
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Classification
The acquirer classifies and designates assets and liabilities at acquisition date based on:
– acquirer's economic conditions
– contractual terms of the assets/liabilities
– acquirer's operating or accounting policies
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The acquirer shall classify those contracts on the basis of the contractual terms and other factors at the inception of the contract
(and not on the acquisition date)
At the acquisition date, the acquirer shall recognise, separately from goodwill:
UIF JEFOUJmBCMF BTTFUT BDRVJSFE
UIF MJBCJMJUJFT BTTVNFE BOE
BOZ OPODPOUSPMMJOH JOUFSFTU JO UIF BDRVJSFF
Exceptions to recognition principle: DPOUJOHFOU MJBCJMJUJFT EFGFSSFE UBYFT FNQMPZFF CFOFmUT BTTFUT JOEFNOJmDBUJPOT MFBTFT JO
which acquiree is the lessee
The acquirer shall measure the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values
Exceptions to measurement principle: EFGFSSFE UBYFT FNQMPZFF CFOFmUT BTTFUT JOEFNOJmDBUJPOT MFBTFT JO XIJDI BDRVJSFF JT
UIF MFTTFF SFBDRVJSFE SJHIUT TIBSFCBTFE QBZNFOUT BTTFUT IFME GPS TBMF
For recognition of identifiable assets acquired/ liabilities assumed as part of the acquisition method, these assets/ liabilities
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t NVTU CF QBSU PG XIBU UIF BDRVJSFS BOE UIF BDRVJSFF PS JUT GPSNFS PXOFST FYDIBOHFE JO UIF CVTJOFTT DPNCJOBUJPO USBOTBDUJPO
The acquirer shall determine which assets acquired or liabilities assumed, if any, are the result of separate transactions, they are
to be accounted for in accordance with their nature and the applicable Ind AS
The acquirer’s application of the recognition principle and conditions may result in recognising some assets and liabilities that the
acquiree had not previously recognised as assets and liabilities in its financial statements
Exceptions to Recognition
& Measurement Principles
An asset or liability which otherwise would The assets and liabilities are measured at a value
not have been recorded gets recorded other than the acquisition date fair values
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lease
t .FBTVSF UIF MFBTF MJBCJMJUZ at present value of remaining lease payments as a new lease at the
acquisition date
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Share based payment awards Assets held for sale Reacquired rights
For recognition Intangible The acquirer shall recognise, separately from goodwill, the identifiable intangible
purposes assets assets acquired in a business combination
An acquirer may reacquire a right that it had previously granted to the acquiree to use one or
Reacquired rights
more of the acquirer’s recognised or unrecognised assets
A reacquired right is an identifiable intangible asset that the acquirer recognises separately from
goodwill
Assembled workforce
and other items that The acquirer subsumes into goodwill the value of an acquired intangible asset that is not
are not identifiable identifiable or not qualifies as assets as of the acquisition date
Operating The acquirer shall recognise assets or liabilities related to an operating lease in
For measurement leases in which the acquiree is the lessor
purposes which the
acquiree is
the lessee The acquirer does not recognise a separate asset or liability if the terms of an
operating lease are either favourable or unfavourable when compared with the
market terms
Note:
“Bargain Purchase” is accounted when sum total of fair value of net assets and /$* FYDFFET DPOTJEFSBUJPO transferred
In case of bargain purchase, the acquirer should reassess whether it has correctly identified all of the assets acquired and all of the
liabilities assumed
t *G SFBTTFTTNFOU DPOmSNT CBSHBJO QVSDIBTF any gain is recognized in equity as capital reserve (routed through OCI) on the
acquisition date.
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purchase, the gain (bargain purchase) should be recognised directly in equity as capital reserve.
To determine the amount of goodwill in a business combination in which no consideration is transferred, the acquirer shall use the
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Note:
Acquisition related costs charged to P&L FYDFQU EFCU TFDVSJUJFT JTTVF DPTUoJODPSQPSBUFE JO FĉFDUJWF JOUFSFTU SBUF *OE "4 BOE
Equity issue cost recognized in equity (Ind AS 32).
Consideration Transferred
Note: "OZ QPSUJPO PG UIF BDRVJSFST TIBSFCBTFE QBZNFOU BXBSET FYDIBOHFE GPS BXBSET IFME CZ UIF BDRVJSFFT FNQMPZFFT UIBU
is included in consideration transferred in the business combination shall be measured in accordance with Ind AS 102 rather
than at fair value.
Examples of potential forms of consideration include cash, other assets, a business or a subsidiary of the acquirer, contingent
consideration, ordinary or preference equity instruments, options, warrants and member interests of mutual entities.
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transferred to the acquiree rather than to its former owners)
Yes /P
Acquisition-Related Costs
Definition "DRVJTJUJPOSFMBUFE DPTUT BSF DPTUT UIBU UIF BDRVJSFS JODVST UP FĉFDU B CVTJOFTT DPNCJOBUJPO
Those costs include finder’s fees; advisory, legal, accounting, valuation and other professional or consulting
&YBNQMFT fees; general administrative costs, including the costs of maintaining an internal acquisitions department;
and costs of registering and issuing debt and equity securities
Accounting ͳF BDRVJSFS TIBMM BDDPVOU GPS BDRVJTJUJPOSFMBUFE DPTUT BT FYQFOTFT in the periods in which the costs are
treatment incurred and the services are received
&YDFQUJPO The costs to issue debt or equity securities shall be recognised in accordance with Ind AS 32 and Ind AS 109
/PU SFNFBTVSFE
Measured at fair Changes in fair value Measured at fair Changes in fair value
value at is recognised in value at each is recognised in
each reporting date profit or loss reporting date profit or loss
An acquirer may obtain the control of an acquiree in stages, by successive purchases of shares (commonly referred to as a ‘step
acquisition’)
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obligations for the liabilities relating to that joint operation immediately before the acquisition date, the transaction is a
business combination achieved in stages
The acquirer shall remeasure its entire previously held interest in the joint operation as follows:
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In prior periods, whether the acquirer had recognised changes in the value of the equity interest in OCI?
Yes /P
Amount that was recognised in OCI should Any resulting gain or loss is
be recognised on the same basis as would recognised in profit or loss
be required if the acquirer had disposed
directly of the previously held equity interest
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control
Minority veto rights lapse that previously kept the acquirer from controlling an acquiree in which the acquirer held
the majority voting rights
The acquirer and acquiree agree to combine their businesses by contract alone
Example: Bringing two businesses together in a stapling arrangement or forming a dual listed
corporation
The equity interests in the acquiree held by parties other than the acquirer BSF B OPODPOUSPMMJOH JOUFSFTU JO UIF BDRVJSFST
QPTUDPNCJOBUJPO mOBODJBM TUBUFNFOUT even if the result is that all of the equity interests in the acquiree are attributed to the
OPODPOUSPMMJOH JOUFSFTU
Measurement Period
It is the period after the acquisition date during which the acquirer may adjust the provisional amounts
Definition
recognized for a business combination
It ends as soon as the acquirer receives the information it was seeking about facts and circumstances that
Duration
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Note: ͳF NFBTVSFNFOU QFSJPE TIBMM OPU FYDFFE POF ZFBS GSPN UIF BDRVJTJUJPO EBUF
Accounting / Adjustment:
Information that
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FYJTUFE BU UIF
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acquisition date
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Yes /P
ͳF BDRVJSFS BOE UIF BDRVJSFF NBZ IBWF B QSFFYJTUJOH The acquirer and the acquiree may enter into an
relationship or other arrangement before negotiations OR arrangement during the negotiations that is separate
for the business combination began from the business combination
In either situation, the acquirer shall identify any amounts that are not part of what the acquirer and the acquiree (or its former
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The acquirer shall recognise as part of applying the acquisition method only the consideration transferred for the acquiree and
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Separate transactions shall be accounted for in accordance with the relevant Ind AS
A transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity,
rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate
transaction
ͳF GPMMPXJOH BSF FYBNQMFT PG TFQBSBUF USBOTBDUJPOT UIBU BSF not to be included in applying the acquisition method:
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determining whether the transaction is separate from business combination:
Reasons for the transaction 8IP JOJUJBUFE UIF USBOTBDUJPO Timing of the transaction
/PODPOUSBDUVBM FH -FHBM 4VJU Contractual (e.g. Supply Agreement) Reacquired right (e.g. Franchise Agreement)
Lesser
of
Fair Value
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transaction separate from the business combination, the acquirer should consider the following indicators:
Duration of continuing
Continuing employment Level of remuneration
employment
Incremental payments
/VNCFS PG TIBSFT PXOFE Linkage to the valuation
to employees
Acquirer Share Based Payment Awards Exchanged for Awards Held by the Acquiree’s Employees
Business combination "O BDRVJSFS NBZ FYDIBOHF JUT TIBSFCBTFE QBZNFOU BXBSET SFQMBDFNFOU BXBSET GPS BXBSET IFME CZ
transaction employees of the acquiree
/BUVSF PG BXBSET The above share based payment awards will include vested and unvested shares
&YDIBOHFT PG TIBSF PQUJPOT PS PUIFS TIBSFCBTFE QBZNFOU BXBSET JO DPOKVODUJPO XJUI B CVTJOFTT
Type of Accounting
combination are BDDPVOUFE GPS BT NPEJmDBUJPOT PG TIBSFCBTFE QBZNFOU BXBSET as per Ind AS 102
To allocate the replacement award's value between the amounts attributable to:
Objective of t QSFDPNCJOBUJPO TFSWJDF USFBUFE BT QBSU PG consideration transferred)
Accounting t QPTUDPNCJOBUJPO TFSWJDF BDDPVOUFE GPS BT DPNQFOTBUJPO FYQFOTF in the post combination financial
statements)
Accounting
1PTU
combination Market based Amount attributed
period measure of the to pre combination
service cost replacement award service
"DRVJSFF NBZ IBWF PVUTUBOEJOH TIBSFCBTFE QBZNFOU USBOTBDUJPOT UIBU UIF BDRVJSFS EPFT OPU FYDIBOHF GPS JUT TIBSFCBTFE
payment transactions
"DRVJSFFT FYJTUJOH BXBSE XJMM CF TFUUMFE JO JUT PXO TIBSFT BOE UIF DPOTFRVFOUJBM TIBSFIPMEFST XJMM CFDPNF UIF /PODPOUSPMMJOH
shareholders
Accounting
An acquirer shall subsequently measure and account for assets acquired, liabilities assumed or incurred and equity instruments
issued in a business combination in accordance with other applicable Ind AS
Exception: Ind AS 103 provides guidance on subsequently measuring and accounting for the following assets acquired, liabilities
assumed or incurred and equity instruments issued in a business combination
t Recognised as an On subsequent After initial It results when the seller Refer chart
intangible asset selling to a third party, recognition and in a business combination given earlier
t Amortised over acquirer shall include until the liability is contractually indemnifies the in this chapter
the remaining the carrying amount settled, cancelled or acquirer for the outcome of on contingent
contractual period of of the intangible asset FYQJSFE UIF BDRVJSFS a contingency or uncertainty consideration
the contract in which in determining the shall measure it at related to all or part of a
the right was granted gain or loss on the sale the higher of specific asset or liability
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t ͳF BDRVJSFS NFBTVSFT HPPEXJMM BU UIF BNPVOU SFDPHOJTFE BU UIF BDRVJTJUJPO EBUF MFTT BOZ BDDVNVMBUFE JNQBJSNFOU MPTTFT
Ind AS 36 prescribes the accounting for impairment losses
Ind AS 104 provides guidance on the subsequent accounting for an insurance contract acquired in a business combination
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acquired in a business combination
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awards issued by an acquirer that is attributable to employees’ future services
Ind AS 110 provides guidance on accounting for changes in a parent’s ownership interest in a subsidiary after control is obtained
Applicable "QQFOEJY $ PG *OE "4 EFBMT XJUI BDDPVOUJOH GPS CVTJOFTT DPNCJOBUJPOT PG FOUJUJFT PS CVTJOFTTFT VOEFS
pronouncement common control
It is a business combination involving entities or businesses in which all the combining entities or
Definition businesses are ultimately $0/530--&% by the SAME party or parties both BEFORE and AFTER the
business combination, and that control is not transitory
Common control business combinations will include transactions, such as transfer of subsidiaries or
Inclusion
businesses, between entities within a group
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3PMF PG /$* relevant to determine whether a combination involves entities under common control
t 1BSUJBMMZ PXOFE TVCTJEJBSZ JT BMXBZT VOEFS UIF DPOUSPM PG UIF QBSFOU FOUJUZ
It is not necessary that combining entities are included as part of the same CFS
Scope
A group of individuals shall be considered as controlling an entity when, as a result of contractual
arrangements, they collectively have the power to govern its financial and operating policies so as to
obtain benefits from its activities, and that ultimate collective power is not transitory
Accounting Business combinations involving entities or businesses under common control shall be accounted for
using the pooling of interests method
Business combinations involving entities or businesses under common control shall be accounted for using the pooling of
interests method
"TTFUT BOE MJBCJMJUJFT PG UIF DPNCJOJOH FOUJUJFT BSF SFnFDUFE BU UIFJS carrying amounts
/P BEKVTUNFOUT BSF NBEF UP SFnFDU GBJS WBMVFT or recognize any new assets or liabilities
Any FYQFOTFT of the combination are written off immediately in the P&L
Financial information in financial statements in respect of prior periods should be restated as if business combination had
occurred from beginning of preceding period in financial statements, irrespective of actual date of combination
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t $POTJEFSBUJPO GPS CVTJOFTT DPNCJOBUJPO NBZ DPOTJTU PG TFDVSJUJFT DBTI PS PUIFS BTTFUT
t 4FDVSJUJFT TIBMM CF SFDPSEFE BU OPNJOBM WBMVF
t "TTFUT PUIFS UIBO DBTI TIBMM CF DPOTJEFSFE BU UIFJS GBJS WBMVFT
Identity of reserves shall be preserved and shall appear in financial statements of transferee in same form in which they
appeared in financial statements of transferor
General Reserve of the transferor entity becomes the General Reserve of the transferee, the Capital Reserve of the transferor
becomes the Capital Reserve of the transferee and the Revaluation Reserve of the transferor becomes the Revaluation Reserve of
the transferee. As a result of preserving the identity, reserves which are available for distribution as dividend before the business
combination would also be available for distribution as dividend after the business combination.
Difference, if any, between amount recorded as share capital issued plus any additional consideration in form of cash or other
assets and amount of share capital of transferor shall be transferred to capital reserve and should be presented separately from
other capital reserves with disclosure of its nature and purpose in the notes
Reverse Acquisitions
Issues no consideration
Identified as Identified as
Accounting Acquiree Accounting Acquirer
For accounting,
measure the
consideration as
Acquisition date fair value of Fair value of the number of equity interests
the consideration transferred the legal subsidiary (Entity B) would have had
by the accounting acquirer for to issue to give the owners of the legal parent
its interest in the accounting (Entity A) the same percentage equity interest
acquiree in the combined entity that results from the
reverse acquisition
Consolidated financial statements prepared following a reverse acquisition are issued under the name of the legal parent (accounting
acquiree)
But it is described in the notes as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with
one adjustment, which is to BEKVTU SFUSPBDUJWFMZ UIF BDDPVOUJOH BDRVJSFST MFHBM DBQJUBM UP SFnFDU UIF MFHBM DBQJUBM PG UIF BDDPVOUJOH
acquiree ͳBU BEKVTUNFOU JT SFRVJSFE UP SFnFDU UIF DBQJUBM PG UIF MFHBM QBSFOU UIF BDDPVOUJOH BDRVJSFF
Comparative information presented in those consolidated financial statements also is retroactively adjusted UP SFnFDU UIF MFHBM DBQJUBM
of the legal parent (accounting acquiree).
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JUT DBQJUBM TUSVDUVSF UIF DPOTPMJEBUFE mOBODJBM TUBUFNFOUT SFnFDU
B UIF BTTFUT BOE MJBCJMJUJFT PG UIF MFHBM TVCTJEJBSZ UIF BDDPVOUJOH BDRVJSFS SFDPHOJTFE BOE NFBTVSFE BU UIFJS QSFDPNCJOBUJPO
carrying amounts.
(b) the assets and liabilities of the legal parent (the accounting acquiree) recognised and measured in accordance with this Ind AS.
(c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination.
(d) the amount recognised as issued equity interests in the consolidated financial statements determined by adding the issued
equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the
fair value of the legal parent (accounting acquiree).
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QSFDPNCJOBUJPO DBSSZJOH BNPVOUT PG UIF MFHBM BDRVJSFFT OFU BTTFUT even if the non-controlling interests in other acquisitions are
measured at their fair value at the acquisition date.
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for equity interests of the legal parent (the accounting acquiree).
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Main Disclosures
As Per IFRS
IFRS 3 requires bargain purchase gain arising on business combination to be recognised in profit or loss as income
Carve-Out
Ind AS 103 requires the bargain purchase gain to be recognised in other comprehensive income and accumulated in equity as
capital reserve
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which case, it shall be recognised directly in equity as capital reserve
As Per IFRS
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Carve-In
"QQFOEJY $ PG *OE "4 Business Combinations gives guidance on business combinations of entities under
common control