FINANCIAL ACCOUNTING 4 DPA6013 5.0 INTRODUCTION TO GROUP ACCOUNTING At the end of this topic, students should be able to:1.1 explain the basis element in group accounting 1.2 explain the procedures in preparing the group’s account INTRODUCTION MFRS 10 Consolidated Financial Statements, a parent is defined as an entity that controls one or more entities, and a subsidiary is defined as an entity that is controlled by another entity. A parent company or holding company has control over another company (subsidiary), while a subsidiary is a company controlled by a parent company. Consolidated financial statements refer to the financial statements of a group in which the assets, liabilities, equity, income expenses and cash flows of the parent and its subsidiaries are presented as those of a single economic entity. Paragraph 10 of MFRS 10 provides that a parents company is required to prepare the consolidated financial statements. The main objectives of consolidation are as follows;(a) To present the financial statements of the parent and its subsidiary as a single economic unit. (b) To show the economic resources controlled by the group (c) To present the obligations of the group after eliminating inter-group transactions and balances, and (d) To present the results that the group achieves with its resources The Companies Act 2016 (Section 4) defines a subsidiary company as: (a) One in which the investor company: i. controls the composition of the board of directors of the corporation; or ii. controls more than half of the voting power of the corporation; or edited by: | hbo/jp/ppd/dec19 1 FINANCIAL ACCOUNTING 4 DPA6013 iii. holds more than half of the issued share capital of the corporation (excluding preference shares) or (b) the corporation is a subsidiary of any corporation which is that other corporation’s subsidiary CONSOLIDATED FINANCIAL STATEMENT Paragraph 4(1) of MFRS 10 requires the ultimate Malaysia parent that controls to prepare consolidated financial statements. EXEMPTION FROM CONSOLIDATED FINANCIAL STATEMENTS An entity may be exempted from preparing consolidated financial statements under the following circumstances: (a) the entity is wholly owned by the subsidiary of another entity (b) the entity is partially owned and its remaining owners do not object if no consolidated financial statements are prepared (c) the debts or securities of the entity are not publicly traded (d) the ultimate holding company or intermediate holding company prepares consolidated financial statements. PURPOSES OF CONSOLIDATED FINANCIAL STATEMENT Providing shareholders of the parent company the whole picture of the performance of the group and the efficiency of the directors and management in managing the resources under their direct and indirect control. 2 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 DEFINITION OF CONTROL AND NON CONTROLLING INTEREST MFRS 127 defines ‘Control’ is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The control is obtained when the investor owns, directly or indirectly, more than one-half of the voting power of an entity. Non-Controlling Interest (minority interest) is the term used for the group of shareholders who do not control an entity. Example : Ayden Bhd has in issue 1,000,000 equity shares and Nadya Bhd had acquired 65% of the issued capital in Ayden Bhd and has control over Ayden Bhd. the holders of the shares not held by Nadya Bhd are collectively called non-controlling interest CONSIDERATION TRANSFERRED The consideration transferred will be measured at the fair value of:(a) assets transferred by the acquirer (b) liabilities incurred by the acquirer to the former owners of the acquire (c) equity instruments issued by the acquirer (d) contingent consideration PREPARATION OF CONSOLIDATED STATEMENT OF FINANCIAL POSITION The consolidated (or group) financial statements present the performance, financial position and changes in financial position of the group as a single operation. The consolidated statement of financial position is prepared by combining the assets and liabilities of the holding company and all of its subsidiaries, eliminating all intercompany balances, such as amounts to/by one member to another. Here are the steps in preparing the consolidated financial statements:Step 1 : Group Structure Compute the consideration transferred and measure the non-controlling interest. P Bhd. (parent) percentage of S Bhd. (subsidiary) Date of acquisition Non-controlling interest edited by: | hbo/jp/ppd/dec19 3 FINANCIAL ACCOUNTING 4 DPA6013 Step 2 : Write off Investment in subsidiary Write off investment account of holding company in a subsidiary and transfer to Adjustment Account. Step 3 : Goodwill computation Write off share capital account and subsidiary general reserve, revenue reserve and capital reserve and transfer to Adjustment Account. Dr. Ordinary Share Capital Preference Share Capital Reserves Retained earning Goodwill Cr. Adjustment Account Bargain Purchase XX XX XX XX XX XX XX Goodwill is defined my MFRS 3 as “an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized”. Goodwill arises when the fair value of the net assets of the investee is less than the fair value of the investee’s equity shares as held by all equity holders. Bargain purchase arises when the price paid for the fair value of the equity shares of the investee is less than the fair value of the net assets of the investee on the acquisition date. Step 4 : Group Retained Earnings (Profit) Step 5: Non Controlling Interest Step 6: Prepare Consolidated Statement of Financial Position 4 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 Example 1: Given below is the Statement of Financial Position of Jay Bhd and Bee Bhd as at 31 December 2017. Jay Bhd RM Bee Bhd RM Non Current Asset Land, plant and equipment (net) Investment in Bee 1,000 2,250 3,250 600 0 600 Current Asset Bank Other assets 1,000 5,000 6,000 9,250 550 1,400 1,950 2,550 Financed by; Ordinary share capital Retained earning 5,000 2,750 7,750 1,500 750 2,250 1,500 9,250 300 2,550 Current Liability Trade payables On 31 December 2017, Jay Bhd took over Bee Bhd by acquiring all the shares issued by Bee Bhd. Prepare : i. Adjustment Account ii. Consolidated Statement of Financial Position Suggested answer: 1. Close Investment account of Jay Bhd in Bee Bhd and transfer to Adjustment Account. Dr Adjustment Account RM 2,250 Cr Investment account in B Bhd RM 2,250 2. Write off Share Capital account & Retained Earnings transfer to Adjustment Account. account in B Bhd and edited by: | hbo/jp/ppd/dec19 5 FINANCIAL ACCOUNTING 4 Dr Ordinary share capital Retained earnings account Cr Adjustment Account DPA6013 RM 1,500 RM 750 RM 2,250 When investment value = equity value taken over, no goodwill / discount takeover exist 3. Prepare Consolidated Statement of Financial Position JAY BHD & GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017 RM RM Non Current Asset Land, plant and equipment (net) 1,600 Current Asset Bank Other assets 1,550 6,400 7,950 9,550 Financed by; Ordinary share capital Retained earning 5,000 2,750 7,750 Current Liability Trade payables 1,800 9,550 6 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 Example 2 : Given below is the Statement of Financial Position of Gol Bhd and Gincu Bhd as at 31 December 2018. Gol Bhd Gincu Bhd RM RM Non Current Asset Land, plant and equipment (net) Investment in Gincu 800 2,500 3,300 600 0 600 Current Asset Bank Other assets 950 5,000 550 1,400 5,950 9,250 1,950 2,550 Financed by; Ordinary share capital Retained earning 5,000 2,750 7,750 1,500 750 2,250 1,500 9,250 300 2,550 Current Liability Trade payables On 31 December 2018, Gol Bhd took over issued by Gincu Bhd. Gincu Bhd by acquiring all the shared You are required to prepare : i. Adjustment Account ii. Consolidated Statement of Financial Position Suggested answer: 1. Close Investment account of Gol Bhd in Gincu Bhd and transfer to Adjustment Account . Dr Adjustment Account Cr Investment account RM 2,500 RM 2,500 edited by: | hbo/jp/ppd/dec19 7 FINANCIAL ACCOUNTING 4 DPA6013 2. Write off share capital account & Retained earning account in Gincu Bhd and transfer to Adjustment Account. Dr Cr Ordinary share RM 1,500 Retained earnings RM 750 Goodwill RM 250 Adjustment Account RM 2,500 The balancing figure for Adjustment Account is goodwill or bargain purchase (capital reserve). Investment in Gincu Adjustment Account RM 2,500 Ordinary shares Retained earnings Goodwill 2,500 RM 1,500 750 250 2,500 3. Prepare consolidated statement of financial position 8 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 GOL BHD & GROUP CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018 RM RM Non Current Asset Land, plant and equipment (net) Goodwill on consolidation 1,400 250 1,650 Current Asset Bank Other assets 1,500 6,400 7,900 9,550 Financed by; Ordinary share capital Retained earning 5,000 2,750 7,750 Current Liability Trade payables 1,800 9,550 RESERVES Pre-acquisition reserves are a reserve that has been in the subsidiaries account at the date of acquisition. It has to be written off (transferred to Adjustment Account) every time during preparation of consolidated financial statement because it does not belong to the holding company. Post-acquisition reserves are profits and losses made by the subsidiary after the shares are acquired. Increase or reduction from other reserves is also post acquisition reserves. The holding company is entitled to these profits and losses according to their percentage ownership on the subsidiary. Example 3 : On 31 December 2017, Siput Bhd acquired 100% interest in Sepet Bhd for the price of RM 32,000. On that date net assets of Sepet Bhd represented by equities are as follows: Ordinary share capital RM 20,000 edited by: | hbo/jp/ppd/dec19 9 FINANCIAL ACCOUNTING 4 Generel reserves Retained earnings DPA6013 RM 10,000 RM 10,000 Given below are the financial statements of the two companies as at 31 December 2017. Assets Other assets Investment in Sepet Bhd Equities and Liabilities Ordinary Share Retained earnings General reserves Liabilities Siput Bhd RM Sepet Bhd RM 150,000 32,000 182,000 120,000 0 120,000 50,000 60,000 50,000 22,000 182,000 20,000 35,000 15,000 50,000 120,000 10 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 Prepare : i. ii. iii. Adjustment Account Consolidated Profit& loss account Consolidated Statement of Financial Position as at 31 December 2017 PREFERENCE SHARES Apart from ordinary shares, subsidiaries may also issue preference shares and debentures that may also be acquired by holding company (other than ordinary shares) Therefore, if holding company acquires preference shares in subsidiaries, it will not involve control percentage of holding company on the subsidiaries. DEBENTURE Debenture includes debenture stocks, bonds, notes and any other evidence of indebtedness of a corporation for borrowed money. Generally, the debentures are issued with fixed interest rates. If a holding company bought some debentures in a subsidiary, the amount taken over will be transferred to Adjustment Account. The balance which was not taken over will not be transferred to Non-controlling interest account. This is because that amount is a long term liability under the responsibility of the group. 11 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 Example 4 : Statement of Financial Position as at 31.12.2017 Investment in YY Bhd Non current assets Trade receivables Bank Inventories Ordinary share @ RM1.00 Preference shares Share premium Retained earnings General reserves Trade payables Other liabilities SS RM 360,000 340,000 32,000 10,000 18,000 760,000 YY RM 545,000 35,000 15,000 10,000 605,000 600,000 50,000 50,000 30,000 30,000 760,000 400,000 50,000 30,000 30,000 30,000 20,000 45,000 605,000 Additional information: SS Bhd bought 300,000 units of ordinary shares and 50% preference shares in YY Bhd on 31 December 2017, when the reserves balances in YY Bhd as at that date are as follows : Share premium RM 30,000 Retained earnings RM 10,000 General reserves RM 20,000 You are required to prepare the consolidated statement of financial position as at 31 December 2017. 12 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 *Exercise 1 : Given below were the Statements of Financial Positions of Ali Bhd and Abam Bhd as at 31.12.2019 Investment in Abam Bhd Non current assets Current Asset Ordinary share Retained earnings General reserves Ali RM 325,000 585,000 50,000 960,000 300,000 50,000 350,000 660,000 150,000 150,000 960,000 240,000 30,000 80,000 350,000 Abam RM On 1.1.2019 Ali Bhd bought ordinary shares in Abam Bhd when the accounts in Baba Bhd showed the following balances : General reserve Retained earnings RM 50,000 RM 10,000 Prepare the Consolidated Statement of Financial Position of Ali Bhd and group as at 31 December 2017. 13 edited by: | hbo/jp/ppd/dec19 FINANCIAL ACCOUNTING 4 DPA6013 *Exercise 2 : Asyraf Bhd bought 400,000 units of ordinary shares in Bunga Bhd on 1.1.2019. The retained earnings and general reserves upon acquisition showed balances of RM80,000 and RM60,000 each consecutively. Statement of Financial Position as at 31.12.2019 Investment in Bunga Bhd Non current assets Current Asset Ordinary share Retained earnings General reserves Asyraf RM 550,000 150,000 135,000 835,000 Bunga RM 580,000 120,000 700,000 600,000 85,000 150,000 835,000 500,000 100,000 100,000 700,000 Prepare the consolidated statement of Financial Position for Asyraf and group as at 31 December 2019 You have BRAINS in your HEAD You have FEET on your SHOES You can STEER yourself any DIRECTION you CHOOSE ~Dr Seuss~ 14 edited by: | hbo/jp/ppd/dec19