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Complex Group Structure
Learning Objectives:• To understand complex group structure• To calculate the direct and indirect interest for
group and NCI• To understand the consolidation techniques
for – multiple direct subsidiaries– indirect subsidiaries
• To prepare the consolidated SCI and consolidated SFP
Group Structures
• Multiple direct subsidiary
• Father-son-grandson (Vertical Group)
• Mixed Group (Connection affiliation)
• Cross holding (reciprocal shareholding)
Multiple Direct Subsidiaries
• Parent owns shares directly in more than one subsidiary, known as a group of multiple direct subsidiaries:
Parent
70% 60% 90%
Sub. A
Sub. B
Sub. C
Multiple Direct Subsidiaries
• For each acquisition (subsidiary), the cost of investment & NCI are compared with the fair value of identifiable net assets to determine the goodwill
• Same consolidation adjustment technique applied for each subsidiary
• Goodwill, NCI and post-acquisition reserves of each individual acquisition are then combined for presentation in CFS
Father-Son-Grandson Structure (Vertical Group)
• The parent company holds a controlling interest in a subsidiary, which in turn has a controlling interest in another company
• Ex:
• B is an indirect subsidiary of P
P
A
B
75%
60%
Father-Son-Grandson Structure
• Parent’s interest in a subsidiary is held indirectly via one or more other subsidiaries
Ultimate Parent P BHD.
75%
NCI 25%Direct Subsidiary A BHD.
45% 15% 60%
Indirect Subsidiary B BHD. NCI 40%
Father-Son-Grandson Structure
• Parent and NCI in Subsidiary A and B can be calculated as follows:
• A Bhd. is immediate parent of B Bhd
A Bhd. B Bhd.Parent interest: Direct Indirect 0.75 x 60%
75%45%
NCI: Direct Indirect 0.25 x 60%
25% 40%15%
Father-Son-Grandson Structure
• In practice, if A Bhd. not wholly-owned by P Bhd., 2 sets of group accounts must be prepared– A Bhd. and its subsidiary B Bhd.– P Bhd. and its subsidiary A sub-group
• If A Bhd. is wholly-owned by P Bhd. it need not present group
accounts • MFRS 127 - wholly-owned and virtually wholly-owned (owns
90% or more of the voting power) allowable. • Co Act 1965 - only wholly-owned parents to be exempted from
presenting CFS.
Indirect Subsidiary
80% 60%
NCI 20% 42% 40% NCI
6% 30% 30% 12%
40% NCI
Parent P Bhd
Subs B BhdSubs A Bhd
Subs C Bhd
Indirect Subsidiary• Parent and NCI in Subs A, B and C can be
calculated as follows:A Bhd B Bhd C Bhd
Parent interest:DirectIndirect: via A Bhd 0.80 x 30% via B Bhd 0.60 x 30%
80% 60%
24%18%42%
NCIDirectIndirect via A Bhd 0.20 x 30% via B Bhd 0.40 x 30%
20% 40% 40%
6%12%58%
100% 100% 100%
Indirect Subsidiaries
Note:• C is deemed to be subs of P. P indirect
interest in C is 42% but can exercise 60% of voting power on C as a group via shares held by A and B.
• For consolidation: effective 42% indirect interest will be used as far as members of the parent are concerned.
Mixed Group (Connecting Affiliation)
• The parent company holds a controlling interest in a subsidiary, and both the parent and that subsidiary have an interest in another company
• Ex: A
B
C
70%
40%
C is a subsidiary of A
30%
80% 15% P’s indirect
Interest
48% (80% x 60%)
60%
20% 12% 25%
NCI Indirect NCI NCI
P Bhd
B BhdA Bhd
Connecting Affiliation
• Parent and NCI in the subsidiaries can be determined as follows:
Connecting Affiliation
A Bhd B BhdParent interest:DirectIndirect 0.80 x 60%
80% 15%48%63%
NCI:DirectIndirect 0.20 x 60%
20% 25%12%
37%100% 100%
60% 30% P’s indirect
Interest
18%
30%
40% 12% 40%
NCI Indirect NCI NCI
P Bhd
B BhdA Bhd
Connecting Affiliation
• Parent and NCI in the subsidiaries can be determined as follows:
Connecting Affiliation
A Bhd B BhdParent interest:DirectIndirect 0.60 x 30%
60% 30%18%48%
NCI:DirectIndirect 0.40 x 30%
40% 40%12%
52%100% 100%
• Though P’s effective direct and indirect interest in B Bhd is only 48%, B Bhd is deemed a subsidiary of P Bhd because the group (P+A) as a whole can control 60% of the voting power in B Bhd.
Connecting Affiliation
Consolidation technique for Indirect Subsidiaries
• Where sub-groups exist in a group structure, more than one set of group accounts must be prepared if the immediate parents are not wholly-owned
• Method:1. stage-by-stage method
(multiple-stage /consolidation of consolidation)
2. one-stage method
(indirect interest method/ short-cut technique)
Stage-by-stage method
• sub-groups account at the lowest tier of the vertical structure are prepared first
• the consolidation is repeated by progressing stage-by-stage upwards until it reaches the highest tier of the ultimate parent group accounts
• at each subsequent level, Goodwill to indirect NCI is excluded by debiting NCI account in the CSFP (IF NCI measured at proportionate of net assets)
One-stage method
• consolidation adjustments are made by reference to the ultimate parent’s effective indirect interests in the indirect subsidiaries.
• in matching the cost of investment with the ultimate parent’s effective share of net assets in an indirect subsidiary, the portion of the cost attributable to NCI in the immediate parent is excluded and charged to NCI account
– this exclusion is necessary if goodwill is to reflect only the ultimate parent’s proportionate share
Example 1: Father-Son-Grandson Structure
• ULT Bhd acquired a 60% interest in the equity capital of IMM Bhd on 31 December 2005 when the net assets of the latter were RM3,000,000. On the same day, IMM Bhd acquired a 75% interest in the equity capital of SUB Bhd and the net assets of the latter on that date were RM2,500,000.
• The draft statement of financial position of the three companies on 31 December 2005, the acquisition date, were as follows:
Example 1
Share Capital of RM1 each
Reserves
ULT Bhd IMM Bhd SUB Bhd
RM’000 RM’000 RM’000
4,000 2,000 1,000
2,000 1,000 1,500
6,000 3,000 2,500
Investment in IMM Bhd
Investment in SUB Bhd
Sundry net assets
2,800 - -
- 2,675 -
3,200 325 2,500
6,000 3,000 2,500
Example 1
REQUIRED:
1. Calculate the goodwill arising on consolidation that should be reflected in the ULT Bhd’s group accounts (NCI measured at proportionate of net asset).
2. Show the consolidation adjustments required and draft the group accounts of ULT Bhd, using both methods, independently.
Solution: NCI measured at proportionate of net asset
IMM Bhd and SUB Bhd RM’000
COI 2,675
NCI (2500 x 25%) 625
3,300
(-)FV of NIA (1,000 +1,500) 2,500
Goodwill 800
ULT Bhd and IMM Bhd
COI 2,800
NCI (3000 x 40%) 1,200
4,000
(-) FV of NIA (2,000 +1,000) 3,000
Goodwill 1,000
Solution• Therefore, the goodwill that should be reflected in the ULT
Bhd’s group accounts would consist of:
* The portion of the goodwill in the sub-group that belongs to NCI in IMM Bhd is RM320,000 (40% x RM800,000) should be EXCLUDED as far as ULT Bhd is concerned.
The whole goodwill arising on acquisition of IMM Bhd RM1,000
ULT Bhd’s share of goodwill in the sub-group of IMM Bhd and SUB Bhd (60% x 800) 480
1,480
Solution
(i) Stage by stage method: Stage 1: Consolidate IMM Bhd and SUB Bhd as follows:
CJE:
(a) Share Capital SUB 750
Reserves SUB 1,125
Goodwill on con 800
Investment in SUB 2,675
(b) Share Capital SUB 250
Reserves SUB 375
NCI (SFP) 625
SolutionIMM SUB Consolidation
adjustmentSub-group
RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Reserves
NCI
Investment in SUBGoodwill
Sundry net assets
2,000
1,000
-3,0002,675
-
3253,000
1,000
1,500
-2,500
--
2,5002,500
(a) 750(b) 250(a)1,125(b) 375
(a) 800
(b) 625
(a)2,675
2,000
1,000
6253,625
-800
2,8253,625
SolutionStage 2: Consolidate ULT Bhd and sub-Group as follows:
CJE:
(a) Share Capital IMM 1,200
Reserves IMM 600
Goodwill on con 1,000
Investment in IMM 2,800
(b) Share Capital IMM 800
Reserves IMM 400
NCI (SFP) 1,200
(c) NCI (SFP) 320
Goodwill on consolidation 320 (40% x 800)
SolutionULT Bhd Sub-
GroupConsolidation adjustment
Sub-UltimateGroup
RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Reserves
NCI
Investment in IMMGoodwill
Sundry net assets
4,000
2,000
-6,0002,800
-
3,2006,000
2,000
1,000
6253,892
-800
2,8253,892
(a)1,200(b) 800(a) 600(b) 400(c) 320
(a)1,000
(b)1,200
(a)2,800(c) 320
4,000
2,000
1,5057,505
-1,480
6,0257,505
Solution
(ii) One-stage consolidation
IMM Bhd. SUB Bhd.
Parent interest:DirectIndirect 60% x 75%
60%-
-45%
NCI:DirectIndirect 40% x 75%
40%-
25%30%
100% 100%
Solution
CJE:
(a)Share Capital of IMM (600 x 2,000) 1,200
Reserves of IMM (60% x 1,000) 600
Goodwill on con 1,000
Investment in IMM 2,800
(b) Share Capital of IMM (40% x 2,000) 800
Reserves of IMM (40% x 1,000) 400
NCI (SFP) 1,200
Solution
(c) Share Capital of SUB (45% x 1,000) 450
Reserves of SUB (45% x 1,500) 675
NCI (SFP) (40% x 2,675) 1,070
Goodwill on con (60%x 800) 480
Investment in SUB 2,675
(d) Share Capital of SUB (55% x 1,000) 550
Reserves of SUB (55% x 1,500) 825
NCI (SFP) 1,375
ULT Bhd IMMBhd
SUBBhd
Consolidation adjustment
Sub-UltimateGroup
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000Share Capital
Reserves
NCI
Investment in IMMInvestment in SUBGoodwill
Sundry net assets
4,000
2,000
-
6,0002,800
--
3,200
2,000
1,000
-
3,000-
2,675-
325
1,000
1,500
-
2,500---
2,500
(a)1,200(b) 800(c) 450(d) 550(a) 600(b) 400(c) 675(d) 825(c)1,070
(a)1,000(c) 480
(b)1,200(d)1,375
(a)2,800(c)2,675
4,000
2,000
1,505
7,505--
1,480
6,0256,000 3,000 2,500 7,505
Example 2: (NCI measured at FV)Father-Son-Grandson Structure
• ULT Bhd acquired a 60% interest in the equity capital of IMM Bhd on 31 December 2005 when the net assets of the latter were RM3,000,000. On the same day, IMM Bhd acquired a 75% interest in the equity capital of SUB Bhd and the net assets of the latter on that date were RM2,500,000.
• The draft statement of financial position of the three companies on 31 December 2005, the acquisition date, were as follows:
Example 2
Share Capital of RM1 each
Reserves
ULT Bhd IMM Bhd SUB Bhd
RM’000 RM’000 RM’000
4,000 2,000 1,000
2,000 1,000 1,500
6,000 3,000 2,500
Investment in IMM Bhd
Investment in SUB Bhd
Sundry net assets
2,800 - -
- 2,675 -
3,200 325 2,500
6,000 3,000 2,500
Example 2
REQUIRED:
1. Calculate the goodwill arising on consolidation that should be reflected in the ULT Bhd’s group accounts (NCI measured at fair value)
2. For each of the two methods on consolidation, show the consolidation adjustments required and draft the group accounts of ULT Bhd.
Solution
Goodwill on consolidation (NCI measured at fair value):
IMM Bhd and SUB Bhd RM’000
COI 2,675
NCI (2,675/0.75 x 25%) 892
(-)FV of NIA (1,000 +1,500) 2,500
1,067
ULT Bhd and IMM Bhd
COI 2,800
NCI (2800/0.6 x 40%) 1,867
(-) FV of NIA (2,000 +1,000) 3,000
1,667
Solution
(i) Stage by stage method: Stage 1: Consolidate IMM Bhd and SUB Bhd as follows:
CJE:
(a) Share Capital SUB 750
Reserves SUB 1,125
Goodwill on con 800 (75%x1,067)
Investment in SUB 2,675
(b) Share Capital SUB 250
Reserves SUB 375
Goodwill on con 267
NCI (SFP) 892
SolutionIMM SUB Consolidation
adjustmentSub-group
RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Reserves
NCI
Investment in SUBGoodwill
Sundry net assets
2,000
1,000
-3,0002,675
-
3253,000
1,000
1,500
-2,500
--
2,5002,500
(a) 750(b) 250(a)1,125(b) 375
(a) 800(b) 267
(b) 892
(a)2,675
2,000
1,000
8923,892
-
1,0672,8253,892
SolutionStage 2: Consolidate ULT Bhd and sub-Group as follows:
CJE:
(a) Share Capital IMM 1,200
Reserves IMM 600
Goodwill on con 1,000 (60%x1,667)
Investment in IMM 2,800
(b) Share Capital IMM 800
Reserves IMM 400
Goodwill on con 667
NCI (SFP) 1,867
SolutionULT Bhd Sub-
GroupConsolidation
adjustmentSub-
UltimateGroup
RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Reserves
NCI
Investment in IMMGoodwill
Sundry net assets
4,000
2,000
-6,0002,800
-
3,2006,000
2,000
1,000
8923,892
-1,067
2,8253,892
(a)1,200(b) 800(a) 600(b) 400
(a)1,000(b) 667
(b)1,867
(a)2,800
4,000
2,000
2,7598,759
-
2,7346,0258,759
Solution
(ii) One-stage consolidation
IMM Bhd. SUB Bhd.
Parent interest:DirectIndirect 60% x 75%
60%-
-45%
NCI:DirectIndirect 40% x 75%
40%-
25%30%
100% 100%
Solution
CJE:
(a)Share Capital of IMM 1,200
Reserves of IMM 600
Goodwill on con 1,000 (60%x1,667)
Investment in IMM 2,800
(b) Share Capital of IMM 800
Reserves of IMM 400
Goodwill on con 667
NCI (SFP) 1,867
Solution
(c) Share Capital of SUB 450
Reserves of SUB 675
NCI (SFP) (40% x 2,675) 1,070
Goodwill on con (45% x 1,067) 480
Investment in SUB 2,675
(d) Share Capital of SUB 550
Reserves of SUB 825
Goodwill on con (55% x 1,067) 587
NCI (SFP) 1,962
ULT Bhd IMMBhd
SUBBhd
Consolidation adjustment
Sub-UltimateGroup
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000Share Capital
Reserves
NCI
Investment in IMMInvestment in SUBGoodwill
Sundry net assets
4,000
2,000
-
6,0002,800
--
3,200
2,000
1,000
-
3,000-
2,675-
325
1,000
1,500
-
2,500---
2,500
(a)1,200(b) 800(c) 450(d) 550(a) 600(b) 400(c) 675(d) 825(c)1,070
(a)1,000(b) 667(c) 480(d) 587
(b)1,867(d)1,962
(a)2,800(c)2,675
4,000
2,000
2,759
8,759--
2,734
6,0256,000 3,000 2,500 8,759
Effective acquisition date in indirect subsidiaries
(i) When an ultimate parent company acquires a direct subsidiary which itself owns a subsidiary on an earlier date, the effective acquisition date of the indirect subsidiary as regards the ultimate parent is the date in which it acquires the direct subsidiary
(ii) BUT, if the indirect subsidiary was acquired on a date later than the acquisition date of the direct subsidiary by the ultimate parent, then the later date is the effective date of acquisition of the indirect subsidiary as regards the ultimate parent.
Ultimate Parent – P Bhd.
Acquisition date (i) 1 Jan X8 (ii) 1 Jan X5
.
Direct Subsidiary – M Bhd
Acquisition date (i) 1 Jan X5 (ii) 1 Jan X7
Deemed Acqn date: (i) 1 Jan X8 (ii) 1 Jan X7
Indirect Subsidiary – N Bhd
Effective acquisition date in indirect subsidiaries
• Example:
80% 15% (1/1/2009)
60%
(1/1/2005)
• Subsequent purchase of shares in B Bhd by P bhd’s shall traeted as equity transaction
P Bhd
B BhdA Bhd
Direct & Indirect Interest with a Change in Stake
Direct & Indirect Interest with a Change in Stake
Example 3:• On 1 January 2001, X Bhd acquired a 75% interest in the equity
capital of Y Bhd for a consideration of RM53,500,000. On this date, the retained profits of Y Bhd were RM18,000,000.
• On the same day, Y Bhd acquired a 60% interest in the equity capital of Z Bhd for a consideration of RM23,600,000. The retained profits of Z Bhd on that date were RM11,000,000.
• On 1 January 2002, X Bhd acquired a 20% interest in the equity capital of Z Bhd for a consideration of RM8,080,000.
• The draft statement of financial position of the three companies on 31 December 2002 were as follows:
Example 3
Share Capital of RM1 eachRetained profitsLiabilities
X Bhd Y Bhd Z Bhd
RM’000 RM’000 RM’000
80,000 40,000 20,000
90,000 33,000 21,000
79,000 50,000 26,000
249,000 123,000 67,000
Investment in Y BhdInvestment in Z BhdSundry net assets
53,500 - -
8,080 23,600 -
187,420 99,400 67,000
249,000 123,000 67,000
Example 3
Profit after taxationRetained profits b/fRetained profits c/f
X Bhd Y Bhd Z Bhd
RM’000 RM’000 RM’000
14,000 8,400 5,600
76,000 24,600 15,400
90,000 33,000 21,000
• At the respective acquisition dates, the considerations paid by the parents are based on the fair values of subsidiaries as a whole.
• NCI are measured at fair value.
Required:Perpare the Consolidated Statement of Financial Position (CSFP) of Xray Bhd as at 31 Dec 2002.
Solution
Y Bhd. Z Bhd.
Parent interest:DirectIndirect (75% x 60%)
75% 20%45%
NCI:DirectIndirect (25% x 60%)
25% 20%15%
100% 100%
Solution:
• Goodwill on acquisition of Z Bhd (Y Bhd):
Consideration transferred 23,600
FV of NCI (23,600/0.6 x 0.4) 15,733
FV of Z Bhd as a whole 39,333
FV of NIA (20,000 + 11,000) 31,000
Goodwill 8,333
Parent (8,333 x 60%) 5,000
NCI (8,333 x 40%) 3,333
Solution:
• Goodwill on acquisition of Y Bhd (X Bhd):
Consideration transferred 53,500
FV of NCI (53,500/0.75 x 0.25) 17,833
FV of Z Bhd as a whole 71,833
FV of NIA (40,000 + 18,000) 58,000
Goodwill 13,333
Parent (75%) 10,000
NCI (25%) 3,333
Solution:
• Change in stake as equity transaction (Z Bhd):
Net assets of Z Bhd 1/1/02 35,400
Goodwill on consolidation 8,333
Total net asset & goodwill 43,733
Carrying amount of 20% additional stake
(43,733 x 20%) 8,747
Consideration transferred 8,080
Accretion to equity 667
SolutionOne-stage Method:
(a) Share Capital of Y 30,000
Retained profit of Y 13,500
Goodwill on con 10,000
Investment in Y 53,500
(b) Share Capital of Y 10,000
Retained profit of Y 6,150
Goodwill on con 3,333
NCI in the SFP 19,483
(c) NCI (SCI) 2,100
NCI (SFP) 2,100
Solution(d) Share Capital of Z [45% x 20,000] 9,000
Retained profit of Z [45% x 11,000] 4,950
NCI in SFP [25% x 23,600] 5,900
Goodwill on con [45% x 8,333] 3,750
Investment in Z 23,600
(e) Share Capital of Z 11,000
Retained profit of Z 8,470
Goodwill on con [55% x 8,333] 4,583
NCI in the SFP 24,053
Solution
(f) NCI (SFP) 8,747
Accreation on change in stake 667
Investment in Z bhd 8,080
(g) NCI (SCI) 1,960NCI in the SFP 1,960
X Bhd Y Bhd Z Bhd Consolidation adj. GroupRM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Profit after tax 14,000 8,400 5,600 28,000
NCI (c) 2,100(g) 1,960
-4,060
Attributable to owner
23,940
Retained profits b/f
76,000 24,600 15,400 (a)13,500(b) 6,150(d) 4,950(e) 8,470
82,930
Change in stake (f) 667 667
Retained profits c/f
90,000 33,000 21,000 107,537
X Bhd Y Bhd Z Bhd Consolidation adj. GroupRM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Retained profitNCI
Liabilities
Investment in YInvestment in Z
Goodwill
Sundry net assets
80,000
90,000-
79,000249,000
53,0008,080
-
187,420
40,000
33,000-
50,000123,000
-23,600
-
99,400
20,000
21,000-
26,00067,000
--
-
67,000
(a)30,000(b)10,000(d) 9,000(e)11,000
(d) 5,900(f) 8,747
(a)10,000(b) 3,333(d) 3,750(e) 4,583
(b)19,483(c)
2,100(e)24,053(g) 1,960
(a)53,500(d)23,600(f) 8,080
80,000
107,537
32,950155,000375,487
--
21,667
353,820249,000 123,000 67,000 375,487
• Example:
60% 30% (1/1/2001)
40%
(1/1/2002)
• Subsequent purchase of shares in B Bhd by P bhd’s shall traeted as step-acquisition.
X Bhd
Z BhdY Bhd
Direct & Indirect Interest with a Step-Acquisition
Direct & Indirect Interest with a Step-Acquisition
Example 4 :
• On 1 January 2001, X Bhd acquired a 60% interest in the equity capital of Y Bhd and a 30% interest in the equity capital of Z Bhd. The retained profits of Y Bhd and Z Bhd on that date were RM2,000,000 and RM4,000,000 respectively.
• On 1 January 2002, Y Bhd acquired a 40% interest in the equity capital of Z Bhd. The retained profits of Z Bhd on that date were RM6,000,000. The fair value of the ordinary shares of Z Bhd was determined at RM1.85 per share.
• The draft statement of financial position of the three companies on 31 December 2002 were as follows:
Example 4
Share Capital of RM1 eachRetained profits
X Bhd Y Bhd Z Bhd
RM’000 RM’000 RM’000
20,000 10,000 10,000
10,000 5,000 8,000
30,000 15,000 18,000
Investment in Y BhdInvestment in Z BhdSundry net assets
8,000 - -
4,700 7,400 -
17,300 7,600 18,000
30,000 15,000 18,000
Example 4
Required:• Using a consolidation worksheet, derived
the Con. Statement of Financial Position (CSFP) of Xray Bhd as at 31 Dec 2002.
Solution
Y Bhd. Z Bhd.
Parent interest:DirectIndirect (60% x 40%)
60% 30%24%
NCI:DirectIndirect (40% x 40%)
40% 30%16%
100% 100%
Solution:
• Goodwill on acquisition of Z Bhd:
Consideration transferred 7,400
FV of NCI (3,000 x 1.85) 5,550
FV of previously held stake (3,000 x 1.85) 5,550
FV of Z Bhd as a whole 18,500
FV of NIA (10,000 + 6,000) 16,000
Goodwill 2,500
Parent (2,500 x 54%) 1,350
NCI (2,500 x 46%) 1,150
Solution:
• Gain on remeasurement of previously held stake:
COI 4,700
Share of post-acqusition profit (6,000 – 4,000) x 30% 600
Carrying amount5,300
FV of previously held stake 5,550
Gain on remeasurement 250
Solution
(a) Share Capital of Y [60%x10,000] 6,000
Retained profit of Y [60%x2,000] 1,200
Goodwill on con 800
Investment in Y 8,000
(b) Share Capital of Y [40%x10,000] 4,000
Retained profit of Y [40%x5,000] 2,000
Goodwill on con 533
NCI in the SFP 6,533
Solution(c) Investment in Z 600
Retained profit b/f 600
Investment in Z 250
Gain on remeasurement 250
(d) Share Capital of Z [54%x10,000] 5,400
Retained profit of Z [54%x6,000]3,240
NCI in SFP [40% x7,400] 2,960
Goodwill on con [54%x2,500] 1,350
Investment in Z 12,950
Solution
(e) Share Capital of Z [46% x10,000] 4,600
Retained profit of Z [46%x8,000]3,680
Goodwill on con [46%x2,500] 1,150
NCI in the SFP 9,430
X Bhd Y Bhd Z Bhd Consolidation adj. GroupRM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Share Capital
Reserves
NCI
Investment in YInvestment in Z
Goodwill
Sundry net assets
20,000
10,000
-
30,0008,0004,700
-
17,300
10,000
5,000
-
15,000-
7,400
-
7,600
10,000
8,000
-
18,000--
-
18,000
(a)6,000(b)4,000(c)3,000(d)5,400(e)4,600(a)1,200(b)2,000(d)3,240(e)3,680
(d)2,960
(c)600(c)250(a)800(b)533
(d)1,350(e)1,150
(b)6,533(e)9,430
(a)8,000(d)12,950
20,000
13,480
13,003
46,483--
3,583
42,90030,000 15,000 18,000 46,483
Subsidiaries Making Losses
• Consolidated accounts should recognize losses
• Full loss of a subsidiary should be included
• NCI in that subsidiary should be charged with its share of the loss
• Accounts of loss-making subsidiary should be continue to consolidated until declared technically insolvent – liquidation
Subsidiaries Making Losses
• If parent provide guarantees to third party too make good losses in the subsidiary, consolidated accounts should continue to recognize the losses to the extent of the guarantees provided
• Similarly with NCI shareholders….it implies that losses in the subsidiary would reduce the NCI share of net assets until the amount is reduced to zero
• Then NCI should not be charged even it the accounts of the subsidiary continue to consolidate except in cases where NCI shareholders have guaranteed
Subsidiaries Making Losses
• Theoretically, parent and NCI continue to share subsidiary’s net assets as long as the net assets are positive and discontinue when subsidiary’s net asset reach zero or negative
• In practice, in the absence of guarantees, controls of loss-making subsidiary would be in the hands of receivers / liquidators before the zero level point is reached
• Thus control has passed to receivers / liquidators, the accounts of subsidiary would be excluded from consolidation
Subsidiaries Making Losses
• The investment in the subsidiary should be carried in CBS as recoverable amount.
• In parent accounts the investment in the subsidiary, recorded at cost should be written down to recognize the permanent decline in value – loss from ordinary activities – if material, should be separately disclosed as an exceptional change.
• In practice, permanent decline in value is write down the cost of shares to their underlying net tangible assets in the subsidiary
Subsidiaries Making Losses
• In CPL recognizing losses of subsidiary need an extra charge to write down or write off any remaining GW on acquisition of that subsidiary.
• If write off has been applied against unrealized capital
reserve, the amount written off should be transferred from the unrealized reserve to realized (revenue) reserves to maintain parity of effects as the write down constitutes a realized loss.
End of the Chapter