Consolidation Procedure ( E & Y 09-Dec-2010)

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    International Accounting and Auditing

    International Financial Reporting Standards

    Ernst & Young

    Q&As

    Standards applicable for annual periods beginning on 1 January 2010

    IAS 27 - CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

    IAS 27.1-1 - Combined financial statements

    IAS 27.1-1 - Combined financial statements

    Was this Q&A helpful?

    Issue

    Are combined financial statements acceptable as general-purpose financial

    statements under IFRS?

    Fact pattern

    A client wishes to prepare general-purpose financial statements under IFRS that

    combine the financial statements of various legal entities, segments, reportable

    segments, branches, divisions, geographical jurisdictions, or some other entities

    that can be described coherently (the preceding list is not all-inclusive) that are

    under common control.

    Conclusion

    There are limited circumstances in which combined financial statements present

    fairly the financial position, financial performance, and cash flows for general

    purposes under IFRS. The preparation of general-purpose combined financial

    statements does not alleviate the need to prepare consolidated financial

    statements.

    Engagement teams are required to consult in accordance with the

    policies noted in Section 3.4.2.2 of the Global Assurance Policy Manual,

    when preparing combined financial statements, to determine if such

    financial statements are general-purpose.

    To prepare general-purpose combined financial statements, allof the following

    must be clearly identified:

    l Whether the entities are under common control for the full or a portion of

    the reporting period

    l The purpose of the financial statements

    l The intended users.

    The client must be able to coherently describe the various legal entities,

    segments, reportable segments, branches, divisions, geographical jurisdictions,

    or other units (the preceding list is not all-inclusive) that will be included in the

    combined financial statements. Careful consideration is required when

    concluding that it is appropriate to exclude any units from the combined

    financial statements (such as unprofitable operations) that are similar to the

    units that are being included in the combined financial statements. Such

    exclusion must be assessed for appropriateness in the context of the purpose of

    the financial statements, the intended users, and the terms and conditions of

    any relevant agreements (e.g., acquisitions, spin-offs).

    Once it is determined what units are being included in the combined financial

    statements, the comparative information presented is the comparative

    information for such units.

    See Appendix Afor application guidance.

    Common Control

    See Q&A IFRS 3.Appendix B2-1 Families and entities under common control

    for a discussion of whether entities are under common control in the context of

    families and/or a limited number of shareholders. Where management asserts

    that common control exists outside of a legal structure (e.g., written agreement

    for management, families), evidence that common control exists is usually

    needed to conclude that combined financial statements are appropriate.

    General-purpose combined financial statements can only be prepared if the

    entities are under common control for the full or a portion of the reporting

    period. Furthermore, the financial results of each combined entity can only be

    included in the general-purpose combined financial statements for the period in

    which the entity was under common control. Events that occur after the end of a

    reporting period that result in common control are non-adjusting events.

    Purpose and users of combined financial statements

    A reporting entity is an entity for which there are userswho rely on the

    financial statements as their major source of financial informationabout

    the entity. Therefore, it is a matter of judgment, whether it is appropriate to

    prepare general-purpose combined financial statements, depending upon the

    facts and circumstances related to both the purpose and the users of the

    financial statements, which are interrelated.

    To illustrate the conclusions of this Q&A, facts and circumstances that indicate it

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    is usually appropriate to prepare general-purpose combined financial statements

    is when they are required by regulators on behalf of investors (e.g., the US

    Securities and Exchange Commission). This is because the regulators purport to

    represent the needs of a wide range of users ( investors) for a general purpose,

    for which the investors cannot otherwise command the financial information.

    Situations where regulators typically require combined financial statements

    include:

    l Carve-out transactionsl Spin-off transactionsl Financing transactions that require approval by a broad group of investors

    l

    Transactions in which the combined entity will become the predecessorFinancial statements of a new entity,

    l Transactions in which the combined entity will be a material acquisition (by

    the acquirer)

    In addition, there may be circumstances when several third parties (banks,

    acquirers in a private bidding process) all request financial statements that

    combine the same entities that is, the same combined financial statements. In

    such cases, the combined financial statements might be general-purpose

    because they are used by a wide range of users.

    When preparing general-purpose combined financial statements, the entity

    mustinclude all normal consolidation entries (such as elimination of group

    transactions, unrealised profit elimination, etc). In addition, the entity must

    disclose the following:

    l The fact that the financial statements are combined financial statements

    l The reason why combined financial statements are preparedl The basis for determining which units are included in the combined financial

    statementsl The basis of preparation of the combined financial statementsl The comprehensive related party disclosures.

    In addition, the entity must consider who has the appropriate knowledge and

    authority to authorise the general-purpose combined financial statements for

    issue.

    Engagement teams are required to consult in accordance with Section

    3.4.2.2 of the Global Assurance Policy Manual regarding any allocation

    methods used with respect to overhead expenses of the combined

    entities, as such allocations may indicate that the combined financial

    statements are pro forma (and therefore special-purpose and not

    general-purpose). In addition, engagement teams are required to

    consult in accordance with Section 3.4.2.2 of the Global Assurance

    Policy Manual if the combined financial statements include the first-

    time adoption of IFRS.

    When combined financial statements are not general-purpose

    General-purpose combined financial statements are usually notappropriatewhen requested by parties that have the ability to otherwise command the

    desired combined financial information through other means. In such cases, the

    combined financial statements are often deemed special-purpose, which means

    that they do not present fairly the financial position, financial performance, and

    cash flows for general purposes under IFRS. Examples of facts and

    circumstances that might illustrate such situations include:

    l Lenders (banks) for the purpose of approving a loan or ensuring covenant

    compliance;l Governments and their agencies other than investor regulators (e.g., tax

    authorities);l A single potential acquirer;l Board of directors or management;

    When a group of family members requests combined financial statements,

    judgment is required to assess the facts and circumstances; whether or not

    combined financial statements are general-purpose or special-purpose

    depends on the purpose for which the family intends to use the combined

    financial statements (see relevant guidance above).

    In cases where it is concluded that combined financial statements are not

    general-purpose and do not present fairly the financial position, financial

    performance, and cash flows for general purposes under IFRS, alternative

    options might include:

    l Financial statements of each of the entities that would have been included in

    the combined financial information

    l Special-purpose financial statements (and restricted use audit report) or an

    agreed-upon procedures report that addresses the process of combining the

    individual financial statements and eliminations therein, and the procedures

    performed, without referring to a "true and fair view" under IFRS. See

    Section 4.2 in the Global Assurance Policy ManualAssociation with

    Unaudited Financial Statements in Compilation, Review, Agreed-Upon

    Procedures and Other Engagementsfor additional information.

    Reasons for conclusion

    The term reporting entity is not yet defined in The Conceptual Framework for

    Financial Reporting(the Framework). However, paragraph 8 of the Frameworkfor the Preparation and Presentation of Financial Statements,which preceded

    the current Frameworkstated:

    A reporting entity is an entity for which there are users who rely on

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    the financial statements as their major source of financial

    information about the entity.

    Paragraph OB12 of the Frameworkstates:

    The objective of general purpose financial report ing is to provide

    financial information about the reporting entity that is useful to

    existing and potential investors, lenders and other creditors in

    making decisions about providing resources to the entity. Those

    decisions involve buying, selling or holding equity and debt

    instruments, and providing or settling loans and other forms of

    credit.

    Paragraph OB5 of the Frameworkstates:

    Many existing and potential investors , lenders, and other creditors

    cannot require reporting entities to provide information directly to

    them and must rely upon general purpose financial reports for much

    of the financial information that they need. Consequently, they are

    the primary users to whom general purpose financial reports are

    directed.

    Thus, in justifying the preparation of general-purpose combined financial

    statements, it must be clear what the purpose or intended use is and who the

    users are expected to be, in order to adequately define the reporting entity.

    In May 2008, the IASB published a discussion paper on Phase D of the

    Frameworkon The Reporting Entity, which states in paragraph 1:

    The boards existing conceptual frameworks do not include a

    reporting entity concept. The IASBs Framework for the Preparation

    and Presentation of Financial Statementsdefines the reporting entity

    in one sentence with no further explanation. The FASBs Statements

    of Financial Accounting Conceptsdo not contain a definition of a

    reporting entity or discussion of how to identify one. As a result,

    neither framework specifically addresses the reporting entity

    concept.The objective of this phase of the project is to develop a

    reporting entity concept for inclusion in the boards common

    conceptual framework. (Emphasis added)

    While normally a Discussion Paper is not a sufficient basis for interpreting or

    applying current IFRS, the above statement in the Discussion Paper states the

    Boards views on current IFRS, not what they intend future IFRS to be, and

    therefore, it is appropriate to consider. Since the IASB concluded that current

    IFRS does not clearly define the reporting entity concept, there is some latitude

    in defining the reporting entity in the preparation of general-purpose combined

    financial statements.

    In July 2009, the IASB issued IFRS for Small and Medium-Sized Entities (SMEs).

    Paragraph P6 of IFRS for SMEs states:

    IFRSs set out recognition, measurement, presentation and

    disclosure requirements dealing with transactions and other events

    and conditions that are important in general purpose financial

    statements. They may also set out such requirements for

    transactions, events and conditions that arise mainly in specific

    industries. IFRSs are based on the Framework, which

    addresses the concepts underlying the information presented

    in general purpose financial statements. The objective of the

    Framework is to facilitate the consistent and logical formulation of

    IFRSs. It also provides a basis for the use of judgement in resolving

    accounting issues. (Emphasis added)

    IFRS for SMEs defines combined financial statements as:

    The financial statements of two or more entities control led by a

    single investor.

    Paragraphs 9.28-9.30 of IFRS for SMEs state:

    Combined financial statements are a s ingle set of financial

    statements of two or more entities controlled by a single investor.

    This IFRS does not require combined financial statements to be

    prepared.

    If the investor prepares combined financial statements and

    describes them as conforming to the IFRS for SMEs, those

    statements shall comply with all of the requirements of this IFRS.

    Intercompany transactions and balances shall be eliminated; profits

    or losses resulting from intercompany transactions that are

    recognised in assets such as inventory and property, plant and

    equipment shall be eliminated; the financial statements of the

    entities included in the combined financial statements shall be

    prepared as of the same reporting date unless it is impracticable to

    do so; and uniform accounting policies shall be followed for like

    transactions and other events in similar circumstances.

    The combined financial statements shall disclose the following:

    (a) the fact that the financial statements are combined financial

    statements.

    (b) the reason why combined financial statements are prepared.

    (c) the basis for determining which entities are included in the

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    combined financial statements.

    (d) the basis of preparation of the combined financial statements.

    (e) the related party disclosures required by Section 33 Related

    Party Disclosures.

    The definition of general-purpose financial statements in IFRS for SMEs is very

    similar to the reference to general-purpose financial statements in paragraph

    OB2 of the Framework. In addition, IFRS for SMEs is based on the same

    Frameworkas full IFRS. Therefore, if IFRS for SMEs and full IFRS have the same

    purpose and the same basis, if IFRS for SMEs allows combined financial

    statements, then full IFRS must also allow combined financial statements,because none of the individual standards under full IFRS prohibits combined

    financial statements. IFRS for SMEs establishes that the units must be under

    common control to present combined financial statements.

    In November 2009, the IFRS Interpretations Committee received a request to

    address the issue of combined and carve-out financial statements, and whether

    such financial statements are general-purpose under IFRS.

    The staff paper for the November 2009 meeting presented multiple views

    regarding combined financial statements. The IFRS Interpretations Committee

    declined to discuss the issue and issued an Agenda Decision in January 2010 not

    to add this item to its agenda. The Agenda Decision states:

    The IFRIC noted that the ability to include entities within a set of IFRS

    financial statements depends on the interpretation of 'reporting entity' in

    the context of common control.

    As none of the views were dismissed by the IFRS Interpretations Committee,

    there are multiple views that may be supportable under IFRS. While normally aStaff Paper is not a sufficient basis for interpreting or applying current IFRS, the

    Agenda Decision states the IFRS Interpretations Committees view that it is

    necessary to interpret reporting entity. Since current IFRS does not clearly

    define the reporting entity concept (which is supported by the Discussion Paper

    on the Reporting Entity), the Agenda Decision provides some latitude in defining

    the reporting entity in the preparation of general-purpose combined financial

    statements.

    In March 2010, the IASB issued an ED Conceptual Framework for Financial

    Reporting: The Reporting Entity. The ED does not contain a definition, only a

    description of reporting entity:

    RE2 A reporting entity is a circumscribed area of economic activities whose

    financial information has the potential to be useful to existing and

    potential equity investors, lenders and other creditors who cannot directly

    obtain the information they need in making decisions about providing

    resources to the entity and in assessing whether management and the

    governing board of that entity have made efficient and effective use of

    the resources provided.

    RE3 A reporting entity has three features:

    (a) economic activities of an entity are being conducted, have been

    conducted or will be conducted;

    (b) those economic activities can be objectively distinguished from

    those of other entities and from the economic environment in

    which the entity exists; and

    (c) financial information about the economic activities of that entity

    has the potential to be useful in making decisions about providing

    resources to the entity and in assessing whether the management

    and the governing board have made efficient and effective use of

    the resources provided.

    These features are necessary but not always sufficient to identify a reporting

    entity.

    The ED also specifically addresses combined financial statements:

    RE12 Combined financial statements include information about two or more

    commonly controlled entities. Combined financial statements do not

    include information about the controlling entity and are often prepared

    when the controlling entity does not prepare financial reports. Combined

    financial statements might provide useful information about the

    commonly controlled entities as a group.

    Neither the description of reporting entity, nor the specific paragraph on

    combined financial statements contain specific guidance regarding the

    accounting for general-purpose combined financial statements. Therefore, it is

    appropriate to use paragraphs 10-12 of IAS 8 and analogise to accounting

    pronouncements of other standard-setting bodies, if those pronouncements are

    consistent with IFRSs and the Framework(for example, see Appendix A US

    GAAP).

    An entity may wish to consider the guidance in US GAAP in determining whether

    it is appropriate to present general-purpose combined financial statements.

    However, whereas in some circumstances US GAAP might allow general-purpose

    combined financial statements where there is not common control (but there is

    common management), our view is that general-purpose combined financial

    statements are only prepared under IFRS when common control exists (in

    addition to the other factors noted above). That being said, a fact pattern in

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    which family members together control two entities might be considered

    common control under IFRS (see Q&A IFRS 3.Appendix B2-1 Families and

    entities under common control).Therefore, it might be possible to reach the

    same conclusion under US GAAP and IFRS regarding the preparation of general-

    purpose combined financial statements, via different logic.

    Appendix A - US GAAP

    Guidance in US GAAP on carve-out financial statements is in a SEC Staff

    Accounting Bulletin Topic 5.Z.7Accounting for the spinoff of a subsidiary:

    Facts: A Company disposes of a business through the distributionof a subsidiary's stock to the Company's shareholders on a pro rata

    basis in a transaction that is referred to as a spinoff.

    Question: May the Company elect to characterize the spinoff

    transaction as resulting in a change in the reporting entity and

    restate its historical financial statements as if the Company never

    had an investment in the subsidiary, in the manner specified by

    paragraph 34 of APB Opinion 20?

    Interpretive Response: Not ordinarily. If the Company was

    required to file periodic reports under the Exchange Act within one

    year prior to the spinoff, the staff believes the Company should

    reflect the disposition in conformity with Statement of Financial

    Accounting Standards No. 142. This presentation most fairly and

    completely depicts for investors the effects of the previous and

    current organization of the Company. However, in limited

    circumstancesinvolving the initial registration of a company under

    the Exchange Act or Securities Act, the staff has not objectedto

    financial statements that retroactively reflect the reorganization ofthe business as a change in the reporting entity if the spinoff

    transaction occurs prior to effectiveness of the registration

    statement. This presentation may be acceptable in an initial

    registration if the Company and the subsidiary are in

    dissimilar businesses, have been managed and financed

    historically as if they were autonomous, have no more than

    incidental common facilities and costs, will be operated and

    financed autonomously after the spinoff, and will not have

    material financial commitments, guarantees, or contingent

    liabilities to each other after the spinoff.This exception to the

    prohibition against retroactive omission of the subsidiary is intended

    for companies that have not distributed widely financial statements

    that include the spunoff subsidiary. Also, dissimilarity contemplates

    substantially greater differences in the nature of the businesses than

    those that would ordinarily distinguish reportable segments as

    defined by Statement of Financial Accounting Standards No. 131.

    From the EY SEC Accounting Manual 2.2.4

    For purposes of S-X Rule 3-05, a business is identified if, after

    evaluating all available facts and circumstances, there is sufficient

    continuity of operations so that disclosure of prior financial

    information is material to an understanding of future operations.

    There is a presumption that a separate entity, subsidiary, division,

    or investment accounted for under the equity method is a business.

    However, the acquisition of a component of an entity, such as a

    product line, also may be considered a business

    Because these guidelines are not all-inclusive, management must

    use judgment in this area. The SEC staff's analysis of whether an

    acquisition constitutes the acquisition of a business, rather than of

    assets, focuses primarily on whether the nature of the revenue

    producing activity associated with the acquired assets will remain

    generally the same after the acquisition. New carrying values of

    assets, or changes in financing, management, operating procedures,

    or other aspects of the business are not unusual following a

    business acquisition. The SEC staff believes that such changes

    typically do not eliminate the relevance of historical financialstatements. The SEC staff encourages registrants who have

    succeeded to a revenue-producing activity by merger or acquisition

    with at least one of the factors described above remaining after the

    acquisition, to consult with the SEC staff before deciding to omit

    financial statements and pro forma information from their SEC

    filings.

    Excerpt from Accounting Research Bulletin No. 51 (paragraph 22-23) as

    amended by SFAS No. 160 (ASC 810-10-55-1B and ASC 810-10-45-10)

    To justify the preparation of consolidated financial statements, the

    controlling financial interest should rest directly or indirectly in one

    of the entities included in the consolidation. There are

    circumstances, however, where combined financial statements (as

    distinguished from consolidated financial statements) of commonly

    controlled companies are likely to be more meaningful than their

    separate financial statements. For example, combined financial

    statements would be useful where one individual owns a controlling

    financial interest in several entities that are related in their

    operations. Combined financial statements might also be used to

    present the financial position and the results of operations of entities

    under common management.

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    If combined financial statements are prepared for a group of related

    entities, such as a group of commonly controlled entities, intra-

    entity transactions and profits or losses shall be eliminated, and

    noncontrolling interests, foreign operations, different fiscal periods,

    or income taxes shall be treated in the same manner as in

    consolidated financial statements.

    From US FRD Noncontrolling Interests in Consolidated Financial Statements

    (Chapter 8)

    Control is the pr imary basis for presentation of consolidated

    financial statements. There are, however, certain circumstances

    when the presentation of financial statements of individual entities is

    not as meaningful as the presentation of combined financial

    statements for related entities. Combined financial statements may

    be needed to present related entities under common control or

    related entities with common management. Combined financial

    statements are often presented for filings in accordance with various

    statutory or regulatory requirements.

    The fundamental difference between combined and consolidated

    financial statements is that there is no controlling financial interest

    present between or among the combined entities.

    Question:What is the definition of common management as used in the

    requirement for combined financial statements?

    Response:We believe that the determination of whether entities are under

    common management is a determination to be made based on individual facts

    and circumstances. To justify combined presentation, we would expect evidence

    to exist that indicates that the subsidiaries are not operated as if they wereautonomous. This evidence could include:

    l A common CEO

    l Common facilities and costsl Commitments, guarantees or contingent liabilities among the entities

    l Commonly financed activities

    This list is not all-inclusive and there could be other factors relevant to the

    determination of whether or not subsidiaries are under common management.

    Fact pattern Analysis

    1 - IPO of

    subsidiaries

    Group A will complete a legal

    reorganisation after the end of the

    reporting period, but at the same

    time as a proposed IPO. Subsidiaries

    C and D will be spun-off in the IPO,

    but the Parent A and subsidiary B

    will not. The regulator is requiring

    financial statements of C/D.

    Management also wants to prepare

    combined financial statements for

    A/B.

    General-purpose combined financial statements can likely be prepared for

    Entities C and D.

    l Common control entities A, B, C, and D are all under common control as

    of the reporting date.

    l Purpose and Users an IPO is a broad purpose and the financial statementswill be required by the regulator for use by a wide range of users (the

    investors) after the IPO.

    Further analysis is needed to determine the purpose and users of the combined

    financial statements for A/B, and whether they are general purpose or special

    purpose (see other Scenarios).

    2 - Entities

    brought

    together by

    written

    agreement

    A Board of Directors manages Entity

    A and Entity B as one economic

    entity through a written agreement.

    The Board of Directors wants to

    prepare combined financial

    statements of Entity A and Entity B.

    Further analysis is needed.

    l Common control the terms and conditions of the written agreement meet

    the criterion in paragraph B2 of Appendix B to IFRS 3, such that the Board

    of Directors controls both Entity A and Entity B, and thus common control

    exists; therefore, general-purpose combined financial statements might be

    allowed.

    l Purpose and Users additional information is needed. If required by the

    Board of Directors of Entity A and Entity B solely for management purposes,

    combined financial statements are likely special-purpose, because the

    Board of Directors can command the desired information to meet its specific

    needs. However, if the combined financial statements are required for

    regulatory reasons (e.g., Entity A and B will be combined in an IPO) they

    would be general-purpose combined financial statements, because they will

    meet the informational needs of a wide range of users.

    3 - Decision to

    sell a segment

    Group A operates in 40 countries and

    has four business segments. Group

    As management decided to sell one

    of the segments, which

    manufactures medical appliances. In

    some countries, the medical segment

    is a single subsidiary; in other

    countries, the medical segment is a

    division of a legal entity. Group A

    wants to prepare combined financial

    statements for the medical appliancesegment.

    Further analysis is needed.

    l Common control the segment (which consists of subsidiaries and divisions

    within legal entities) are all under the common control of Group A as of the

    reporting date.l Purpose and Users additional information is needed. If the potential

    acquirer requests them solely for the needs of the potential acquirer, such

    combined financial statements might be deemed special-purpose, because

    the potential acquirer can command the desired information as a condition

    to closing the transaction. However, if they are required by a regulator

    (e.g., the acquisition of the segment will be a material acquisition for theacquirer financed by an offering of shares to the public) or several parties

    are interested in financial information for that segment, they might be

    general-purpose combined financia l statements, because they meet the

    informational needs of a wide range of users.

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    4

    Unprofitable

    operations in a

    segment

    Same as Scenario 3. Of the 40

    countries with medical appliance

    segments, country Y and Z are

    unprofitable, whereas the rest are

    profitable. Group A intends to sell

    the entire segment, but it is likely

    that the acquirer will subsequently

    close the medical appliance

    segments in country Y and Z.

    Further analysis is needed for the reasons described in Scenario 3to

    determine whether combined financial statements would be general-purpose

    or special-purpose.

    If the combined financial statements are deemed general-purpose, then the

    operations of country Y and Z are included and then subsequently reflected as

    discontinued operations, because they were acquired, even if control of those

    businesses is transitory.

    If the fact pattern were altered such that the acquirer does not acquire the

    operations in country Y and Z, then these operations would not be included in

    the general-purpose combined financial statements (if applicable).

    5 Geo-

    graphic

    segment

    Group A operates in three business

    segments in three countries (X, Y

    and Z). Group A manages along

    business segment lines:

    l manufacture of confectionary;

    l retail banking; andl construction of industrial

    properties.

    Group As management want to

    prepare combined financial

    statements of all of its operations in

    country Z, which are owned by

    different legal entities in the group.

    Further analysis is needed.

    l Common control operations in country Z (which consist of segments

    within legal entities) are under the common control of Group Al Purpose and Users additional information is needed. If required for tax

    purposes, combined financial statements are special-purpose, because the

    tax authority can command the desired information through its

    governmental authority, to meet its specific needs. However, if the

    combined financial statements are required for regulatory reasons (e.g., the

    operations in country Z will be spun-off into an IPO) they might be general-

    purpose combined financial statements, because they meet the needs of a

    wide range of users.

    6 - In-

    progress

    restructuring

    by single

    shareholder

    Shareholder Z owns companies (A,

    B, and C) that have different

    businesses and do not trade with

    each other. Shareholder Z created a

    holding company X, to hold the

    shares in all of the companies. To

    date, X acquired A and B.

    Shareholder Z intends to complete

    the reorganisation over the next

    year. Shareholder Z wants to

    prepare combined financial

    statements of A, B, and C.

    Further analysis is needed.

    l Common control because shareholder Z is the sole shareholder of A, B

    and C, Shareholder Z has control over such entities (as defined in paragraph

    B2 of Appendix B to IFRS 3); therefore, common control exists.

    l Purpose and Users additional information is needed. If required by a bank

    for lending purposes, combined financial statements are likely to be special-

    purpose, because the bank can command the desired information as a

    condition to the loan, to meet its specific needs. However, if the combined

    financial statements are required for regulatory reasons (e.g., shares in

    company X, including A, B, and C will be issued in an IPO) and thus financial

    statements will be used broadly by investors, they might be general-

    purpose combined financial statements, because they meet the needs of a

    wide range of users.

    7 - In-

    progress

    restructuring

    by two

    shareholders

    Same as Scenario 6, but

    Shareholder Z shares ownership over

    each of the entities with

    shareholder Y, and together they

    plan the reorganisation. Shareholder

    Y and Z want to p repare combined

    financial statements of A, B, and C.

    Further analysis is needed to determine whether general-purpose combined

    financial statements can be prepared that include companies A, B, and C.

    l Common control judgment is required to determine if shareholder Y and Z

    are acting collectively to control companies A, B, and C. See Q&A IFRS

    3.Appendix B2-1 Families and entities under common controlfor a

    discussion of whether entities are under common control in the context of

    families.l Purpose and Users additional information is needed. Same as Scenario 6.

    8 Exclusion

    of part of a

    legal entity

    (See graphic below). A group has

    two lines of business. Subsidiary D, a

    division within subsidiary E and a

    division in Parent A all develop

    software, and are being sold as a

    group. Parent B, Parent C,

    subsidiary F, and the remaining

    divisions of Parent A and subsidiary

    E all manufacture hardware. Holding

    Co. has no operations.

    Management wants to prepare

    combined financial statements for

    each of the hardware and software

    business.

    Further analysis is needed to determine whether general-purpose combined

    financial statements can be prepared for each of the hardware and software

    businesses.

    l Common control all of the parents and subsidiaries that include the

    hardware and software businesses are under the common control of the

    Holding Co.l Purpose and Users additional information is needed as described in

    scenarios above.

    This example illustrates that it might be possible to combine parts of legalentities (and exclude other parts of legal entities) if the parts that are included

    can be coherently described and the inclusion and exclusion is appropriate

    based on the intended purpose and users of the financial statements.

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  • 8/12/2019 Consolidation Procedure ( E & Y 09-Dec-2010)

    8/8

    Go To Document ID: EY QA IAS 27R.1-1

    Last Modified Date:03 Dec 2010

    Date approved by IFRS Policy Committee: May 2009

    Date amended by IFRS Policy Committee: May 2010

    Date amended by IFRS Policy Committee: December 2010

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