Key changes

1. Business Combination - IND AS 103
Key significant changes & significant enhancement of disclosures in IND-AS as compared to Indian GAAP
key Changes - IND AS 103
1
2
3 Recording of Assets and Liabilities at Fair Value
(a) mandatory use of purchase method of accounting for business combination except for common control transaction
(b) recording of all assets acquired and liabilities assumed to be recorded at fair value
(c )
(d) contingent liabilities which are usually not reflected on balance sheet will also get fair valued and recorded in the balance sheet at fair value
Note: purchase price allocation will be time consuming affair and will entail use of experts in many cases
IND-AS 103 provides definition of a business.
Business means “An integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of
dividends, lower costs or other economic benefits directly to investors or other owners, members or participants”
Uniform accounting for all business combination
[ Earlier - Accounting for mergers and amalgamations covered under
(a) Accounting Standard (AS) 14 or
(b) through the process of consolidation as covered under AS 21 or
(c) through accounting of the same as an acquisition of an asset group as covered under AS 10]
intangibles assets which were originally subsumed under goodwill under current Indian GAAP; will now be reflected on the balance sheet – for e.g. in process research, customer
relationship, brands etc
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Note: purchase price allocation will be time consuming affair and will entail use of experts in many cases
4 Prohibition on Pooling of Interest Method
5 Acquisition in Stages
6 Accounting for Transaction Costs of business combination as expenses
7 Acquisition Accounting – Start Point is approval date and not appointed date
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The fair value of the elements of the business combination transaction at the date of acquisition which is defined by the date on which the Company has acquired control over other
enterprise. Further this also results in recognition of the gain or loss on the existing carrying value of the investment in the acquired enterprise at the point of gaining control.
[Earlier An investment in a subsidiary is often acquired in stages – both in the lead-up to gaining control and after control has been obtained. The old approach to accounting for the acquisition of a subsidiary in stages was a
cost accumulation method]
acquisition-related costs such as costs for the services of lawyers, investment bankers, accountants, valuation experts, and other third parties are expensed in the period in which the
service are received . These costs are no more a part of the fair value exchange between the buyer and the seller for the acquired business.
[Earlier such costs are included in the cost of the combination, and are therefore included in the calculation of goodwill.
IND-AS 103 requires accounting for acquisition from the date when entity obtains control – considering the importance of High Court approval it is likely that control will be assessed to be
obtained only when High Court approves the scheme (date when High Court approval is obtained.) Hence, Net assets will be recorded at the fair value on the date when High Court
approval is obtained and results/profit or loss between appointed date and effective date will not be reflected in the acquirer’s financial statement.
[Earlier appointed date is considered as a date from which control is deemed to be obtained even though scheme becomes effective on approval of the High Court is much later than the appointed date. In such a scenario,
goodwill was determined based on values of assets and liabilities on the appointed date and all movements in values of assets and liabilities post appointed date was regarded as post acquisition transaction. ]
Goodwill is not allowed to be amortised, it is always tested for impairment.
[Earlier - Goodwill arising in amalgamation was required to be amortised whereas it was accounting policy choice in case of business acquisition or acquisition of subsidiary]
Further, in IND-AS, goodwill impairment testing is mandatory atleast once in a year irrespective of whether there are impairment indicators or not.
- Impact, it will save amortisation charge but at the same time it will expose entity to volatility on account of impairment hit
Further, in IND-AS, goodwill impairment testing is mandatory atleast once in a year irrespective of whether there are impairment indicators or not.
[Earlier - goodwill impairment testing was done only if there were impairment indicators]
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2. Business Combination Disclosure
Following are some key disclosures which are required under IND AS 103:
1
Date of acquisition FV of total consideration **
DD/MM/YY XX
Detail of major class comprises of above total consideration
Date of acquisition FV Amounts
DD/MM/YY Class A
DD/MM/YY Class B
DD/MM/YY Class C
DD/MM/YY Class D
DD/MM/YY Class ....
∑ FVs **
2 Goodwill that is expected to be deductible for tax purposes Rs XXXX
[the acquisition-date fair value of the total consideration transferred and the acquisition-date fair value of each major class of consideration]
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3
Non-controlling interest Date of acquisition
Amount
in the acquire (target)
recognised
Basis of measurement
Valuation techniques for
measurement
Significant inputs for
measurement
X DD/MM/YY Rs -- -- --
Y DD/MM/YY Rs -- -- --
Z DD/MM/YY Rs -- -- --
.... DD/MM/YY Rs -- -- --
Total
4
Details of Revenue and profit or loss
Note:
a) Since reporting timelines are very stiff especially for listed companies, Companies should consider organisation readiness to furnish all relevant disclosures required by IND AS 103.
b) Compliance with disclosure requirements have become lot more onerous since fair value accounting is mandatory for business combination.
c) Completion of purchase price allocation exercise and obtaining an expert sign off is critical action in financial statement close process time table in the year of acquisition.
Amount
(for all business combinations that occurred during the year had been as of the beginning of the annual reporting period)
Revenue and profit or loss of the acquire (target) since the acquisition date
Revenue and profit or loss of the combined entity for the current reporting period
Amount
(included in the consolidated statement of comprehensive income for the reporting period)
[the amount of the non-controlling interest in the acquire (target) recognised at the acquisition date and the measurement basis for that amount; and for each non-controlling interest in an acquire (target) measured at
fair value, the valuation techniques and significant inputs used to measure that value; ]
[the amounts of revenue and profit or loss of the acquire (target) since the acquisition date included in the consolidated statement of comprehensive income for the reporting period; and the revenue and profit or loss of
the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. ]
c) Completion of purchase price allocation exercise and obtaining an expert sign off is critical action in financial statement close process time table in the year of acquisition.
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