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TOPIC 1: INTRODUCTION TO GROUP ACCOUNTS - A holding company as stated under Sec 5 Companies
Act 2016 exists when:
1.0 INTRODUCTION It controls composition of the board of
directors of another corporation(subsidiary)
1.1 When individual businesses combine to become one big Controls more than half of the voting power in
business, it is generally referred to as a business a subsidiary
combination. Businesses can combine in various ways,
namely acquisitions and mergers, as explained below: B. Subsidiary
A corporation under the control of a holding company.
Acquisitions involve the purchasing of net assets Example: TNB Distributors is a subsidiary of TNB
and acquiring assets and liabilities through the Bhd.
process of amalgamation and absorption. If
acquisition is performed by acquiring the share In Malaysia, sec 5(1) of the Companies Act 2016 states
capital (control), then a parent and subsidiary that “a corporation shall be deemed to be a subsidiary
relationship is created. of another corporation, if:
(a) That other corporation –
Mergers involve two or more existing entreprises (i) Controls the composition of the board of
combine through the exchange of shares, but directors
neither will be seen as an acquirer. The (ii) Controls more than half of the voting power
entreprises remains as separate legal entities but (iii) Holds more than half of the issued share
form a group under acquisitons and mergers. capital(excluding preference shares)
(b) Is a subsidiary of any corporation which is that
1.2 MFRS 127 defines ‘control’ as the power to govern the other corporation’s subsidiary.
financial and operating policies of an entity so as to obtain
benefits from its activities. The control is obtain when the
investor owns, directly or indirectly, more than one-halfof 1.4 With this, a group means the relationship that existed
the voting powerof an entity. between holding company and all its subsidiaries or
subsidiary. When this relationship exists, a holding/parent
Non controlling Interest (minority interest) is the term company must prepare consolidated financial statements
used for the group of shareholders who do not control an fot its group.
entity.
1.5 This means, in the consolidated financial statements, the
1.3 A group can be defined as a parent company and all its financial statements of the holding/parent company and that of
subsidiaries. the subsidiary/subsidiaries are consolidated /combined. For
example in the fixed assets account, there will be a total of the
A. Holding/Parent Company fixed assets of both the holding and subsidiary companies.
A corporation that owns one or more subsidiaries.
Example: Sunway Group is the holding company of
Sunway Lagoon Bhd
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2.0 PREPARATION OF CONSOLIDATED FINANCIAL STATEMENT recognized”. Goodwill arises when the the fair value of the net assets of
the investee is less than the fair value of the investee’s equity shares as
2.1 The consolidated (or group) financial statements present held by all equity holders.
the performance, financial position and changes in financial
position of the group as a single entity. 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
2.2 The consolidated statement of financial position is the investee on the acquisition date.
prepared by combining the assets and liabilities of the holding
company and all of its subsidiaries, (eliminating all inter-company STEP 4
balances, such as amounts to/by one member to another). Prepare Consolidated Statement of Financial Position.
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Exercise 1:
Prepare Consolidated Statement of Financial Position for AA and group.
WEX 80 WEX 81
Exercise 2:
On 31 December 2010, Gol Bhd took over Gincu Bhd by acquiring
Given below is the Statement of Financial Position of AA dan BB just all the shared issued by Gincu Bhd.
after s AA acquired all the ordinarysheres issued by BB.
Prepare:
AA BB
RM RM i. Adjustment Account
Ordinary shares @RM1.00 per share 700,000 200,000 ii. Consolidated Statement of Financial Position
Share premium 100,000 -
Retained profits 100,000 150,000
Liabilities 20,000 20,000
920,000 370,000
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Investment
Kayu Bhd
(150,000 units 200
ordinary shares)
Hitam Bhd
(150,000 units 150
ordinary shares)
Current assets
Inventories 74 51 39
Debtors 52 39 22
Bank 60 186 27 117 30 91
Financed by :
Ordinary shares @ 600 150 150
RM1.00 140 32 7
Revenue reserves
Current liabilities; 48 50 22
Creditors 788 232 179
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4.0 RESERVES
Assets:
Reserves that existed at the time of acquisition is called pre- Other assets 150,000 120,000
acquisition reserves and reserves after acquisition is called Investment in Sepet Bhd 32,000 -___
post-acquisition reserves. 182,000 120,000
Prepare:
Pre acquisition reserves are reserves that has been in the
subsidiaries account at the date of of acquisition. i. Adjustment Account
ii. Consolidated Profit& loss account
It has to be written off (transferred to Cost Control Account) iii. Statement of Consolidated financial position as at 31
every time during preparation of consolidated financial December 2015
statement because it does not belong to the holding company.
Exercise 4
Reserves after acquisition pula adalah subsidiaries profits KK KB
and losses earned after the date of acquisition. Ordinary share 600 300
Share premium 50 30
The holding company is entitled to these profits and losses Revenue reserves 50 30
according to their percentage ownership on the subsidiary. General reserves 30 30
Creditors 30 20
Example 3: Other liabilities - 45
760 455
On 31 December 2015, Siput Bhd telah acquired 100% interest in
Sepet Bhd for the price of RM 32,000. On that date net assets of Investment in KB Bhd 360 -
Sepet Bhd represented by equities are as follows: Non current assets 340 395
Account receivables 32 35
Ordinary share capital RM 20,000 Bank 10 15
Generel reserves RM 10,000 Inventories 18 10
Retained profits RM 10,000 760 455
Additional information:
Given below are the financial statements of the two companies as
at 31 December 2014. KK Bhd bought all the ordinary shares in t KB Bhd on 31/12/15
Siput Bhd Sepet Bhd when the reserves in KB Bhd showed the following balances:
Equities and Liabilities: Share premium 30,000
Ordinary share @ RM1.00 50,000 20,000 Revenue reserves 10,000
Retained profits 60,000 35,000 General reserves 20,000
General reserves 50,000 15,000
Liabilities 22,000 50,000 You are required to prepare consolidated statement of
182,000 120,000 financial position for KK and group as at 31/12/16.
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Given below are the statement of financial position of Coklat and A holding company may not acquire 100% interest in its
Rice as at 31.12.2014 subsidiaries.
Coklat Rice The balance of the shares not acquired by the holding
Ordinary share @RM1.00 400,000 160,000 company are therefore belongs to the noncontrolling
Share premium 100,000 50,000 interest or minority interest. Minority interest means
General reserves 40,000 20,000 shares belonging to other parties than the holding
Retained profits 100,000 30,000 company.
Other liabilities 100,000 50,000
740,000 310,000 Therefore, non controlling interest means net assets of
` subsidiary owned by outsider parties whether diredtly or
Investment in Rice Bhd 250,000 - indirectly.
(160,000 unit shares)
Non current asset 490,000 310,000 NCI will be recorded in consolidated balance sheet as
740,000 310,000 obligation @ net assets of subsidiary held by other
shareholders apart from the holding company.
Coklat acquired all shares of Rice on 1.1.2011 when the
aaounts in Rice Bhd showed the following balances : Example 4:
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On 1 January 2015, Syarikat 333 acquired 75% interest in the shares of Share premium RM 40,000
syarikat RRR for the price of RM1.2 million. The statement of financial General reserve RM 50,000
positions of both companies after acquisition were as follows: Retained profits RM 10,000
Sy 333 Sy RRR Prepare the consolidated statement of financial position of Ali Bhd
Ordianry shares 2,800 800 and group as at 31.12.2014, with the assumption that goodwill on
Retained profits 700 600 acquisition will amortized from retained profits for 5 years.
Liabilities 850 500
4,350 1,900 Exercise 7
Bank 250 100 David Bhd bought 400,000 units of ordinary shares in Beckham Bhd on
Investment in syarikat RRR 1,200 1.1.2014. The retained profits and general reserves upon acquisition
Other assets 2,900 1,800 showed balances of RM80,000 dan RM60,000 each consequtively.
4,350 1,900
Statement of Financial Position as at 31.12.2014
You are required to prepare the consolidated statement of David Beckham
financial position as at 1 January 2015. Ordinary shares @RM1.00 500,000 500,000
Share premium 100,000 -
Exercise 6 General reserves 150,000 100,000
Retained profits 85,000 100,000
Given below were the statement of financial position s of Ali Bhd dan 835,000 700,000
Baba Bhd as at 31.12.2014
Investment in sy Beckham 550,000 -
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Non current assets 150,000 580,000 If a holding company has acquird any part of the debentures in
Current assets (nett) 135,000 120,000 a subsidiary, the cost of investment in debentures will be
835,000 700,000 offset against the nominal value of the debentures.
*Goodwill will be amortized over a period of two years. The nominal value of the debentures not held by the holding
company is not credited to the non controlling interest
Prepare the consolidated statement of financial position for David account but disclosed as a long term liability in the
Bhd and group as at 31.12.2014. consolidated statement of Financial Position.
Apart from ordinary shares, the subsidiary/subsidiaries may The statement of financial position for Bon Bhd and its subsidiary Jovi
also issue preference shares. The holding compay may/may Bhd on 31.12.2008
not hold part or all of these preference share capital.
Bon Jovi
However, the holding of preference shares does not affect the RM RM
controlling interest. Therefore, if holding company acquire Ordinary shares @ RM1.00 400 300
preference shares in subsidiaries, it will not affect the control 10% preference shares @ RM1.00 - 100
percentage of holding company on the subsidiaries. Share premium account 50 60
Retained profits 50 45
In the preparation of the consolidated accounts, the cost of 8% Debentures - 100
investment in preference shares will be cancelled against the Other liabilities 20 15
nominal value of the preference shares. 520 620
7.0 DEBENTURE
Additional information:
The debentures in a subsidiary are treated as any other
liability, and shown as a liability of the group in the Bon Bhd bought 200,000 ordinary shares, 75,000 10% preference
consolidated statement of Financial Position. shares and RM20, 000 8% Debentures in Jovi Bhd pada 1.1.12007 when
tha balances shown in the books of Jovi Bhd were as follows:
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ADDITIONAL EXERCISES Prepare the consolidated statement of financial position for Honey
QUESTION 1 Bhd dan Star Bhd as at 31.12.2016
Given below were the statement of financial positions of Star on the Additional information:
dates as stated below:
31.12.2013 31.12.2015 In the year 2000, Merah Bhd bought 40,000 units of ordinary shares in
RM RM Putih Bhd and in the year of 2002, an amount of,23,000 units of
Share Premium Account 20,000 20,000 ordinary shares in Putih Bhd thas been acquired to increase the control
Revenue Reserve (credit) 5,000 10,000 ofMerah Bhd in Putih Bhd. On the date of acquisition, the reserves of
General reserve 10,000 30,000 Putih Bhd were as follows:
2000 2002
Share premium account RM 20,000 RM 40,000
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Merah Bhd also bought 75,000 units of ordinary shares in Hitam Bhd in
the year 2001 when the revenue reserves showed a debit balance of
RM6, 000.
i. Adjustment account
ii. Non controlling interest account
iii. A consolidated statement of financial position of Merah
Bhd and its subsidiary.