Lecture meet on IndAS Day 1 Presented by CA Kusai Goawala For Pune Branch of WIRC 6th to 8th July 2015 CA KUSAI GOAWALA Why Convergence to IFRS ? • Globalization of Indian Economy • Common Accounting Language • IFRS widely accepted world over CA KUSAI GOAWALA More than 100 countries, including the members of the European Union and much of Asia, have already adopted and implemented IFRS. Israel is adopting IFRS this year, with Chile and South Korea set for 2009, Brazil for 2010, and Canada for 2011. CA KUSAI GOAWALA Journey of IFRS • Board for IASC established in 1973 • In force - IAS – 24 and IFRS 15 total 39 number till date • Interpretations issued by SAC (Standards Advisory Committee) • In 2001, IASC replaced by IASB • 14 member committee from all parts of world – 9 required to pass • Modified IAS substantially • New Standards – New Series – IFRS • Interpretations issued – IFRIC CA KUSAI GOAWALA • Framework • Substance over form •Arrangement : • Main Standard • BC = Basis for Conclusion • AG = Application Guidance • IG = Implementation Guidelines • IE = Illustrative Examples CA KUSAI GOAWALA • Entire Europe converged to IFRS • US already permits IFRS to Non US holdco having operations in US • Road map of US to converge to IFRS over a period • IFRS vs US GAAP Principle based vs Rule based CA KUSAI GOAWALA • 12 new Standards compared to Indian GAAP • Several AS are replicated from IFRS • All standards is made applicable at one time rather than phase wise • In order to be IFRS compliant country it is not required to make SME comply. • Two options – Primary and Alternative CA KUSAI GOAWALA Indian Convergence Road Map : • IFRS modified to suit Indian conditions • 39 IndAS notified • Retrospective implications will impact 31.3.2015 accounts • Once an entity applies IndAS, it shall continue forever even if criteria subsequently not met. • Indian Holding Co – Foreign Subsidiary/JV/Associates • Foreign Holdco – Indian Subsidiary/JV/Associates CA KUSAI GOAWALA ROAD MAP APPLICABILITY OF Ind AS FINANCIAL YEAR 201516 • Not Mandatory (Voluntary) FINANCIAL YEAR 2016-17 FINANCIAL YEAR 2017-18 • Listed /Process of Listing and Net Worth 500Cr or more • Unlisted Companies having NW 500 Cr or more • Holding, Subsidiary, JV and Associates of above. • All Listed /Process of Listing Companies • Unlisted Companies having NW 250 Cr or more • Holding ,Subsidiary, JV and Associates of above. Note : Listed on SME Stock Exchange not covered Note : Listed on SME Stock Exchange not covered No will be taken as on 31.3.2014 or as per The net worth for the purpose of the above previous Balance Sheet if covered subsequently. CA KUSAI GOAWALA • I CA KUSAI GOAWALA IndAS 19 – Overview • • Substantially similar to Indian AS15 Types of Employee Benefits Short-term employee benefits Post-employment benefit plans • Post-employment benefits: defined contribution plans • Post-employment benefits: defined benefit plans • Other long-term employee benefits • Termination benefits CA KUSAI GOAWALA • Post-employment benefit plans – formal or informal • Two types of plans defined contribution plan defined benefit plan Accounting building blocks • • Present value of a defined benefit obligation Plan assets CA KUSAI GOAWALA Actuarial gains/losses • IFRS had two options recognize all actuarial gains/losses • do not recognize/amortize – corridor approach IndAS does not give two options CA KUSAI GOAWALA Extensive disclosures required • Description of plans and accounting policies Reconciliation of changes in PV of PBO and fund assets Reconciliation of B/S account to funded status Components of total expense Information about plan assets and actuarial assumptions, sensitivity analysis, historical data Best estimate of expected contribution to plan in year after B/S date CA KUSAI GOAWALA Comparisons Sr. No. IFRS IAS 19 IndAS 19 (The Effects of Changes in Foreign Exchange Rates) AS 11 (The Effects of Changes in Foreign Exchange Rates) 1 Actuarial Valuation to be done at regular intervals Actuarial Valuation to be done Permitted to obtain Actuarial at regular intervals Valuation once in three years 2 Actuarial Gains/losses to be amortised as per Corridor Approach Actuarial Gain/Losses to be written off immediately to OCI Actuarial Gains/losses to be written off immediately to Profit and Loss 3 Discount rate – High quality Corporate Bonds Discount Rate – Market yields in Government Bonds Discount Rate – Market yields in Government Bonds CA KUSAI GOAWALA CA KUSAI GOAWALA IndAS 21 : The Effects of Changes in Foreign Exchange Rates • • • Foreign Currency v/s Functional Currency (FC) v/s Presentation Currency (PC) Definition :Presentation currency is the currency in which the financial statements are presented Functional currency is the currency of the primary economic environment in which the entity operates Foreign currency is a currency other than the functional currency of the entity. • Determination of Functional Currency – Primary Economic • Exceptions – Environment • IAS 39 – Derivatives / hedge • IAS 7 – Cash Flow transactions for Foreign Operations CA KUSAI GOAWALA • How to identify Functional Currency : • Sales/Purchases - influenced by Country, Competitive forces, Determine Sales Prices • Labour/Material • Funds and Financing • Currency in which funds from operations are retained • Integral or Non Integral Operations • Cash flows from Foreign Operations impacts entity’s cash flow • Cash flows of FO are self sufficient – does not require entity to fund. CA KUSAI GOAWALA • In case of change in functional currency, apply translation procedures applicable to the new functional currency prospectively from the date of the change. • If FC is a currency of Hyperinflationary economy, first apply IAS 29 (restate Financial Statement) and cannot avoid by changing FC. • If PC = FC : • Initial Recognition • All transactions to be translated as per spot rate on date of transaction. • Average rate can be used provided it is does not fluctuate significantly CA KUSAI GOAWALA Subsequent Recognition : • All monetary items to be translated at closing rate • Non Monetary items are to be translated as per the date of acquisition. If revalued than the date of revaluation. • Impairment of assets in FC may not be as per Foreign Currency or vise versa. CA KUSAI GOAWALA • Exchange Difference : • For hedge transactions : to OCI • For others : • Net Foreign Operations (FO) – OCI : When FO sold out, reclassify to P&L • Monetary Items – P&L • Non Monetary Items – where the gains/losses related to assets are taken. • Conservative Principle not followed. • Changes in Functional Currency – Apply changes prospectively. CA KUSAI GOAWALA • When PC is not the functional currency. • If under hyperinflationary economy : • • First apply IndAS 29 • All assets/liabilities/income and expenditure to be translated as per closing rate • Previous year figure comparatives not to be scaled as per index. To be translated without such indexation. Accounting treatment • • • • In FO – when eliminating intra group balances – P&L Others – OCI In other cases : • All assets and liabilities as per closing rate • All income/expenditure as per transaction date Accounting treatment : Difference in OCI CA KUSAI GOAWALA Comparisons Sr. No. Point for Consideration IAS 21 (The Effects of Changes in Foreign Exchange Rates) AS 11 (The Effects of Changes in Foreign Exchange Rates) 1 Approach Based on functional currency approach Based on the integral and nonintegral foreign approach 2 Exchange Differences Arising on net investment in a foreign operation : Separate FS – P&L a/c CFS – OCI Arising on net investment in a foreign operation : Separate FS and CFS – Foreign Currency Translation Reserve (FCTR) 3 Functional/Rep Presentation Currency – orting/Presentati currency in which FS are presented on Currency Functional Currency – currency of the primary economic environment in which the entity operates Reporting Currency – currency in which FS are presented No such concept as Functional Currency 4 Translation of financial statement Depends on classification of operations as integral and nonintegral. At the closing rate at the date of financial statement CA KUSAI GOAWALA CA KUSAI GOAWALA IndAS 10 : Events after the Reporting Period • Adjusting and Non adjusting Events • Condition existed prior to the end of the Accounting Period • Condition arose after the reporting period • Going Concern is an adjusting event • Authorisation for Issue – Date • Non Adjusting Event – disclose in notes • Dividend declared in AGM – non adjusting event under IndAS. CA KUSAI GOAWALA Comparisons Sr. No. 1 Point for Consideration Proposed Dividends IAS 10 (Events after the reporting period) Non-adjusting event AS 4 (Contingencies and Events occurring after BS Date) Adjusting event CA KUSAI GOAWALA CA KUSAI GOAWALA IndAS 8 : Accounting Policies, Changes in Accounting Estimates and Errors • Changes in Policies • Changes in Estimates • Errors • Accounting Policies : Relevant Reliable Consistent – Framework • • • • Changes in Accounting Estimates vs Policies Conservative approach is not fair Accounting Estimate – Current year change Accounting Policies – Prospective subject to exceptions (like voluntary application) • No prior year adjustment in P&L CA KUSAI GOAWALA • Everything Ordinary – Nothing extra-ordinary • Restate to earliest period reported • Materiality – subjective not objective : Influences • Changes in Depreciation Method – Change of Estimate – Prospective Problem Areas • What happens if a prior expenses is restated to earlier years and dividend declared now exceeds the amount of profit available ?? • decisions • Audit Report – books of accounts and profit and loss account matching ?? CA KUSAI GOAWALA ► Prior Period Adjustments ► In accounts for YE 2010, following income/expenses relating to YE 2009 were observed : Interest Income 100 Advertisement Expenses -200 Net Prior Period (Expenses) -100 CA KUSAI GOAWALA Under Indian GAAP YE 2010 Sales Under IFRS YE 2009 YE 2010 YE 2009 1000 800 1000 800 200 100 200 200 1200 900 1200 1000 Cost and other expenses 700 600 700 600 Advertisement Expenses 200 100 200 300 900 700 900 900 Net Profit before Tax 300 200 300 100 Tax 100 60 100 60 Net Profit after tax 200 140 200 40 140 200 40 Interest Income Prior Period Adjustments Net Profit -100 100 CA KUSAI GOAWALA Under Indian GAAP YE 2010 Sales Under IFRS YE 2009 YE 2010 YE 2009 1000 800 1000 800 200 100 200 200 1200 900 1200 1000 Cost and other expenses 700 600 700 600 Advertisement Expenses 200 100 200 300 900 700 900 900 Net Profit before Tax 300 200 300 100 Tax 100 60 100 60 Net Profit after tax 200 140 200 40 140 200 40 Interest Income Prior Period Adjustments Net Profit -100 100 CA KUSAI GOAWALA Comparisons Sr. Point for No. Consideration IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors) AS 5 (Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) Prospectively/Retrospecti vely application - AS is silent ; hence option to entity 1 Changes in Accounting Policies Retrospective application by adjusting opening reserves for the earliest period presented and the other comparative amounts for each period presented 2 Errors Retrospectively Restated Separately disclosed CA KUSAI GOAWALA CA KUSAI GOAWALA Introduction – Core Principle : IFRS 3 bringing the commercial substance merger / acquisition / reverse merger in the books of the acquirer. This is a deviation from traditional accounting practice of recognition of assets / liabilities acquired at historic cost. CA KUSAI GOAWALA Key Definition – What is Business Combination ? Business Combinations: The bringing together of separate entities or businesses into one reporting entity. Nearly all business combinations entail in an acquirer obtaining control of one or more acquirees. Example : 1. One or more corporations become subsidiaries. 2. One company transfers its net assets to another. 3. Each company transfers its net assets to a newly formed company. CA KUSAI GOAWALA Scope Exclusion: 1. Formation of Joint Ventures (dealt with under IndAS 31). 2. BCs under common control, and that control is not transitory (A separate project in pipeline in lines with US GAAP). 3. The acquisition of an asset or a group of assets that does not constitute a business (since not a business). CA KUSAI GOAWALA Scope Exclusion: Example: Mr. X (100 %) Mr. Y (100 %) A Ltd. B Ltd. (50%). (50%). C Ltd. Whether BC ? CA KUSAI GOAWALA Scope Exclusion: Example: Mr. X (100 %) Mr. Y (100 %) Acting in concert by agreement A Ltd. B Ltd. (75%). (25%). C Ltd. Whether BC ? CA KUSAI GOAWALA Key Requirements – Identifying Acquirer : Identification of acquirer – The acquirer is the combining entity that obtains control of the other combining entities or businesses. This might be indicated by the entity having some or all of the following > ½ the voting rights (incl. potential rights) Power to appoint / remove majority of board CA KUSAI GOAWALA Key Requirements – Identifying Acquirer : Identification of acquirer – • Power to cast majority of votes at board meetings • Ability to determine the selection of the management team IndAS 103 contains significant guidance on identifying the acquirer (e.g. relative fair values) CA KUSAI GOAWALA Key Requirements – Summary : Method? Must be accounted for using the purchase method Assets and liabilities acquired? Recognition of intangible assets and contingent liabilities at fair value at acquisition date Goodwill? Not amortised but tested for impairment at least annually Negative goodwill? Recognised in OCI Restructuring costs? Only recognised to the extent a liability of the acquiree exist at acquisition date CA KUSAI GOAWALA Key Requirements – (Intangible Assets identification) : Intangible assets must be recognised as assets if they meet one of two criteria : The contractual-legal criterion or The separable criterion (same as IndAS-38) Intangible Assets). CA KUSAI GOAWALA Key Requirements – (Intangible Assets identification) : Definition of an asset Definition of an intangible asset YES Does the entity have control NO Is future economic benefits expected NO Is the asset separable NO YES YES Can cost be measured reliably Recognition – Criteria YES Is future economic benefits probable NO YES Goddwill Expenses Goddwill Expenses Goddwill N/ A Goddwill N/ A Intangible asset Intangible asset CA KUSAI GOAWALA Key Requirements – Intangible Assets identification : Eg. of intangible asset recognised by companies under IndAS 103: - Favorable Operating leases - Vessel purchase options - Freight related contracts - “Order backlog” - Vessel new building and purch. Cont. (not yet delivered or paid) - Customer lists/customer relationships - Vessel pool concepts CA KUSAI GOAWALA Key Requirements – Step Acquisition : • Increases in ownership interest Apply : • IndAS 28 • IndAS 109/39 • IndAS 107 Initial Investment Business Combination-FIRS 3: : • Fair Value existing holding • Fair Value acquired net assets • Calculate Goodwill Control Obtained Equity Transaction : • No Adjustment to Goodwill • No P&L Gain/ Loss Buy further Minorities Obtaining control is a significant economic event that triggers remeasurement CA KUSAI GOAWALA Key Requirements – First Time Adopter : • A first time adopter may elect not to apply IndAS 103 retrospectively to past business combinations. • If a first time adopter restates any business combination to comply with IndAS 103 • It shall restate all later business combinations CA KUSAI GOAWALA IndAS 103 : Business Combinations a) Even Intangibles not recognized earlier can be now recognized – for instance internally generated brands. b) Exceptions to recognition and measurement principles – Deferred Tax – Potential tax effects of temporary differences/Employee Benefits – as per relevant IndAS c) Bargain purchases - Negative Goodwill – OCI reassess all identified assets and liabilities CA KUSAI GOAWALA Comparisons IndAS–103 – BC Sr. No. Point for Consideration AS 14 –Accounting for Amalgamation 1. Recording of Assets, Liabilities & Reserves Only Purchase Method ; Acquirer to be identified Common Control mergers allowed under Pooling of Interest Method Under Purchase method : fair value or at book values Under Pooling of Interest Method : Carrying amounts 2. Goodwill Amortisation in subsequent period Not to amortise but to test for impairment on year to year basis Under Purchase method – amortise not exceeding 5 years No specific provision for Goodwill on acquisition of subsidiary. 3. Contingent consideration Consideration may include contingent consideration. Changes to contingent consideration resulting from events after the end of the reporting period recognised in profit & loss. No specific guidance CA KUSAI GOAWALA CA Kusai Goawala kusai@gkdj.in 9823140520