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[/et_pb_text][/et_pb_column][/et_pb_row][/et_pb_section][et_pb_section bb_built=”1″ fullwidth=”off” specialty=”off” transparent_background=”off” allow_player_pause=”off” inner_shadow=”off” parallax=”off” parallax_method=”off” padding_mobile=”off” make_fullwidth=”off” use_custom_width=”off” width_unit=”on” make_equal=”off” use_custom_gutter=”off” gutter_width=”3″ custom_padding_tablet=”0px||0px|” custom_padding_last_edited=”on|desktop” prev_background_color=”#ffffff” next_background_color=”#000000″][et_pb_row][et_pb_column type=”4_4″][et_pb_toggle admin_label=”Index” _builder_version=”3.0.106″ title=”Index” open=”off”]Contents
14.2.1 Extract from FRS102: Section 14.2-14.3.
14.2.2.1 What forms of entities can be considered an associate.
14.2.2.2 Significant influence (the ability to assert the influence even if it is not asserted)
14.2.2.2.1 Requirements to consider potential voting rights where reviewing significant influence.
14.2.2.2.2 How is significant influence demonstrated.
14.2.2.2.3 When can the 20% or more holdings be rebutted – significant influence.
14.2.2.2.4 Consideration when slightly less than 20% held.
14.3 Measurement—accounting policy election.
14.3.1 Extract from FRS102: Section 14.4-14.4B.
14.4.1 Extract from FRS102: Section 14.5-14.6.
14.4.2.3 Deferred tax under the cost model
14.4.2.4 Illustration of the cost model
14.4.2.5 Recognition of Income.
14.5.1 Extract from FRS102: Section 14.8(a)-18.8(h)
14.5.2.2 Application of equity accounting.
14.5.2.2.2 Worked example illustrating equity accounting requirements.
14.5.2.4 Transactions with associates.
14.5.2.5 Date of associates financial statements.
14.5.2.6 Uniform Accounting policies
14.5.2.7 Losses in excess of investment
14.5.2.8 Deferred tax on unremitted earning in the consolidated financial statements.
14.5.2.8.2 Timing difference to reverse through sale.
14.5.2.8.3 Timing difference to reverse through receipt of dividends.
14.5.2.8.4 Example of deferred tax on unremitted earnings.
14.6 Discontinuing the equity method.
14.6.1 Extract from FRS102: Section 14.8(i)
14.6.2.2.1 Full derecognition of associate due to sale.
14.6.2.2.3 Transfer of associate as a result of loss of significant influence due to sale.
14.6.2.2.4 Loss of significant influence not due to sale.
14.7 Initial carrying amount of an associate following loss of control of an entity.
14.8 Step increase in an existing associate.
14.9 Step increase from investment/financial asset to associate.
14.10.1 Extract from FRS102: Section 14.9-14.10A.
14.10.2.1 Fair value through other comprehensive income (OCI)
14.10.2.1.1 Measurement and recognition.
14.10.2.1.2 Treatment of transaction costs.
14.10.2.1.3 Frequency of valuations.
14.10.2.1.4 What happens when fair value cannot be measured reliably.
14.10.2.1.6 Example of application of Fair Value through Other Comprehensive Income model
14.10.2.1.7 Recognition of income.
14.10.2.2 Fair value through the profit and loss.
14.10.2.2.1 Measurement and recognition.
14.10.2.2.2 Frequency of valuations.
14.10.2.2.3 What happens when fair value cannot be measured reliably?.
14.10.2.2.4 Example of application of Fair Value through profit and loss model
14.11 Disclosure requirements.
14.11.1 Extract from FRS102: Section 14.11-14.15A.
14.11.2.2.2 Consolidated financial statements.
14.11.2.2.2.1 Accounting policies – consolidated financial statements.
14.11.2.2.2.2 Notes to the financial statements.
14.11.2.2.2.2.1 Financial assets.
14.11.2.2.2.3 Consolidated profit and loss amount showing share of associates.
14.11.2.2.3 Parent entity financial statements.
14.11.2.2.3.1 Accounting policies.
14.11.2.2.3.2 Notes for the financial statements.
14.11.2.2.3.2.1 Financial assets.
14.11.2.2.3.3 Profit and loss accounts for entity that is not a parent
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14.11 Disclosure requirements
14.11.1 Extract from FRS102: Section 14.11-14.15A
Presentation in individual and consolidated financial statements
14.11 Unless otherwise required under the Regulations, an investor shall classify investments in associates as fixed assets.
Disclosures in individual and consolidated financial statements
14.12 The financial statements shall disclose:
(a) the accounting policy for investments in associates;
(b) the carrying amount of investments in associates; and
(c) the fair value of investments in associates accounted for using the equity method for which there are published price quotations.
14.13 For investments in associates accounted for in accordance with the cost model, an investor shall disclose the amount of dividends and other distributions recognised as income.
14.14 For investments in associates accounted for in accordance with the equity method, an investor shall disclose separately its share of the profit or loss of such associates and its share of any discontinued operations of such associates.
14.15 For investments in associates accounted for in accordance with the fair value model, an investor shall make the disclosures required by paragraphs 11.43 and 11.44.
14.15A The individual financial statements of an investor that is not a parent shall disclose summarised financial information about the investments in the associates, along with the effect of including those investments as if they had been accounted for using the equity method. Investing entities that are exempt from preparing consolidated financial statements, or would be exempt if they had subsidiaries, are exempt from this requirement.
14.11.2 OmniPro comment
14.11.2.1 Presentation
As per Section 14.11 of FRS 102, investment in associates must be classified within fixed assets
14.11.2.2 Disclosures
14.11.2.2.1 Analysis
See below illustration of the disclosure requirements is Section 14.12 to 14.15A of FRS 102. Company law also requires where a parent entity is exempt from the requirement to prepare consolidated financial statements and no consolidated financial statements are prepared by any entity further up the group on the basis that it does not exceed the thresholds that would require consolidated financial statements to be prepared, then for all investments 20% or greater it must disclose details of the net assets, results for the period, percentage ownership, name, registered office and nature of the business in the parent entity financial statements.
In the consolidated financial statements, a note should be included disclosing details of the percentage ownership, name, registered office and nature of the business for all investments of 20% or greater.
In the consolidated financial statements, the share of profit/(loss) in associates is shown after group operating profit. The share of the profits/(losses) of the associate is the after tax result including posting to OCI in the associate and any consolidation adjustments with regard to goodwill etc.
The investment should be classified under tangible fixed assets as a financial asset in accordance with Company law.
14.11.2.2.2 Consolidated financial statements
14.11.2.2.2.1 Accounting policies – consolidated financial statements
Example 18: Extract from the accounting policy notes to the consolidated financial statements
Basis of consolidation
The Group financial statements reflect the consolidation of the results, assets and liabilities of the parent undertaking, the Company and all of its subsidiaries, together with the Group’s share of profits/losses of associates and joint ventures. Where a subsidiary, associate or joint venture is acquired or disposed of during the financial year, the Group financial statements include the attributable results from, or to, the effective date when control passes, or, in the case of associates, when significant influence is lost.
Subsidiary undertakings
Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are capitalised with the cost of the investment. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition by acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised as negative goodwill on the balance sheet and amortised through the profit and loss account in the period in which the non-monetary assets are recovered.
Associates and joint ventures
Associates are those entities in which the Group has significant influence over, but not control of, the financial and operating policies. Joint ventures are those entities over which the Group has joint control, established by contractual agreement and requiring unanimous consent for strategic, financial and operating decisions. Investments in associates and joint ventures are accounted for using the equity method of accounting.
Under the equity method of accounting, the Group’s share of the post-acquisition profits or losses of its associates and joint ventures is recognised in the income statement. The income statement reflects, in profit before tax, the Group’s share of profit after tax of its associates and joint ventures in accordance with Section 14 of FRS102, ‘Investments in Associates’ and Section 15 of FRS 102, ‘Interests in Joint Ventures’. The Group’s interest in their net assets is included as investments in associates and joint ventures in the Group Statement of Financial Position at an amount representing the Group’s share of the fair value of the identifiable net assets at acquisition plus the Group’s share of post acquisition retained income and expenses. The Group’s investment in associates and joint ventures includes goodwill on acquisition. The amounts included in the financial statements in respect of the post acquisition income and expenses of associates and joint ventures are taken from their latest financial statements prepared up to their respective year ends together with management accounts for the intervening periods to the Group’s year end. The fair value of any investment retained in a former subsidiary is regarded as a cost on initial recognition of an investment in an associate or joint venture. Where necessary, the accounting policies of associates and joint ventures have been changed to ensure consistency with the policies adopted by the Group.
Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the Group financial statements. Unrealised gains and income and expenses arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that they do not provide evidence of impairment.
Business combinations and goodwill
All business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition of subsidiaries, associates and joint ventures. In respect of acquisitions that have occurred since XXXXX (INSERT DATE OF TRANSITION WHERE SECTION 35.10(A) EXEMPTION IS CLAIMED), goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. In respect of acquisitions prior to this date, goodwill is included on the basis of its deemed cost, i.e. original cost less accumulated amortisation from the date of acquisition up to XXXXX, which represents the amount recorded under UK and Irish GAAP. Goodwill is now stated at cost or deemed cost less any accumulated amortisation and impairment losses. In respect of associates and joint ventures, the carrying amount of goodwill is included in the carrying amount of the investment.
14.11.2.2.2.2 Notes to the financial statements
Example 19: Extract from notes to the financial statements – associated undertakings note in the consolidated financial statements and consolidated profit and loss
14.11.2.2.2.2.1 Financial assetsInvestments in associates |
2015 CU |
2014 CU |
| At 1 January | XXXX | XXXX |
| Share of profits after tax | XXX | XXX |
| Dividends received | (XXX) | (XXX) |
| Loss on dilution of investment | (XX) | (XX) |
| Arising on acquisition | XX | XX |
| Share of other comprehensive (expense)/income | (XXX) | (XXX) |
|
|
|
|
| At 31 December |
XXXX
|
XXXX |
(i) During the year the associate company, XXXX Limited issued equity to part finance an acquisition. As a result the company’s shareholding reduced from XX% to 25%. This gave rise to a gain of CUXXXX million arising on the dilution of the holding.
(a) Details of investments in which the parent Company holds 20% or more of the nominal value of any class of share capital are as follows:
| Name and Registered Office | Nature of Business | Nature of Shares Held | % of Share Class Held |
| Subsidiary undertakings | |||
|
(i) XXXX Limited Address 1, Address 2, |
Machinery Manufacturing | Ordinary share capital |
100%
|
|
This investment has been fully provided against. |
|||
|
(ii) XXXX Limited Address 1, Address 2, |
Patent holding company | Ordinary share capital | 100% |
| Associate | |||
|
(iii) XXXX Limited Address 1, Address 2, |
Machinery Manufacturing | Ordinary share capital |
25%
|
| Joint Venture | |||
|
(iv) XXXX Limited Address 1, Address 2, |
Machinery Manufacturing | Ordinary share capital |
50%
|
14.11.2.2.2.3 Consolidated profit and loss amount showing share of associates
Extract from the consolidated profit and loss account showing share of associates interest
| 2015 | 2014 | |
| CU | CU | |
| Turnover | XXXXX | XXXXX |
| Cost of sales |
(XXXX)
|
(XXXX)
|
| Gross profit | XXXX | XXXX |
| Operating expenses | (XXX) | (XXX) |
| Other operating income |
XXX
|
XXX
|
| Group operating profit | XXX | XXX |
| Share of profit in associate | XXX | XXX |
| Profit before interest and taxation | XXXX | XXXX |
| Interest receivable | XXX | XXX |
| Interest payable |
(XXX)
|
(XXX)
|
| Profit before taxation | XXXX | XXXX |
| Tax on profit |
(XXX)
|
(XXX)
|
| Profit for the financial year | XXX | XXX |
14.11.2.2.3 Parent entity financial statements
14.11.2.2.3.1 Accounting policies
Example 20: Extract from accounting policy notes to the financial statements for the parent entity financial statements and for an entity that holds an associate interest but is not required to prepare consolidated financial statements
THE BELOW IS TO BE INCLUDED WHERE THE PARENT COMPANY IS EXEMPT FROM CONSOLIDATION DUE TO ITS IMMEDIATE PARENT COMPANY (WHICH IS IN THE EEA) PREPARING CONSOLIDATED FINANCIAL STATEMENTS
Consolidated accounts
The company has not prepared consolidated accounts for the period as, being a wholly owned subsidiary of the ultimate parent company, XXXXXX Limited, it is exempted from doing so under Section 9 of FRS 102 which is accommodated under Section 400 of the Companies Act 2006.
THE BELOW IS TO BE INCLUDED WHERE THE PARENT COMPANY IS EXEMPT FROM CONSOLIDATION DUE TO ITS ULTIMATE PARENT COMPANY (WHICH IS IN OR OUTSIDE THE EEA) PREPARING CONSOLIDATED FINANCIAL STATEMENTS
Consolidated accounts
The company has not prepared consolidated accounts for the period as, being a wholly owned subsidiary of the ultimate parent company, XXXXXX Limited, it is exempted from doing so under Section 9 of FRS 102 which is accommodated under Section 401 of the Companies Act 2006.
THE BELOW IS TO BE INCLUDED WHERE THE PARENT COMPANY IS EXEMPT FROM CONSOLIDATION DUE TO THE GROUP BEING CONSIDERED A SMALL COMPANY UNDER COMPANY LAW
Consolidation
The company and its subsidiaries combined meet the size exemption criteria for a group and the company is therefore exempt from the requirement to prepare consolidated financial statements by virtue of Section 399(2A) of the Companies Act 2006. Consequently, these financial statements deal with the results of the company as a single entity.
Financial assets
Financial assets are stated at cost less provision for any diminution in value.
Financial assets which can be reliably measured are measured at their fair value.
Dividends
Dividends from the company’s shares are recognised as income on receipt of the dividend.
14.11.2.2.3.2 Notes for the financial statements
Example 21: Extract from notes to the financial statements for the parent entity financial statements – Financial asset note
14.11.2.2.3.2.1 Financial assets
|
|
Subsidiary Undertakings |
Joint Venture and associates |
Other investments |
Total |
|
| CU | CU | CU | CU | ||
| Cost | |||||
| At 1 January 2015 | XXX | XXX | XXX | XXX | |
| Additions | XXX | XXX | XXX | XXX | |
| Fair value adjustments | – | XXX | – | XXX | |
| Disposals |
(XXX)
|
–
|
–
|
(XXX)
|
|
| At 31 December 2015 |
XXX
|
XXX
|
XXX
|
XXX
|
|
| Amounts provided: | |||||
| At 1 January 2015 | XXX | XXX | XXX | XXX | |
| Additional provision |
XXX
|
–
|
–
|
XX
|
|
| At 31 December 2015 |
XXX
|
XXX
|
XXX
|
XXX
|
|
| Carrying amount | |||||
| At 31 December 2015 |
XXXX |
XXXX |
XXXX |
XXXX |
|
| At 31 December 2014 |
XXXX |
XXXX |
XXXX |
XXXX |
(a) Investment in Subsidiary undertakings are stated at cost less impairment. Other in investments are held at cost less impairment. Investments in joint ventures are measured at fair value based on valuation models which make the most of external market data such that the fair value represents the estimated value that could be obtained in an arm’s length transaction under normal business conditions. The discounted cash flows use a discount rate of 10%. The valuation used a multiple of earnings which is consistent with industry norms
(b) Details of investments in which the parent Company holds 20% or more of the nominal value of any class of share capital are as follows:
| Name and Registered Office | Nature of Business | Nature of Shares Held | % of Share Class Held |
| Subsidiary undertakings | |||
|
(v) XXXX Limited Address 1, Address 2
|
Machinery Manufacturing | Ordinary share capital |
100%
|
|
This investment has been fully provided against. |
|||
|
(vi) XXXX Limited Address 1, Address 2
|
Patent holding company | Ordinary share capital | 100% |
| Associate | |||
|
(vii) XXXX Limited Address 1, Address 2
|
Machinery Manufacturing | Ordinary share capital |
25%
|
| Joint Venture | |||
|
(viii) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing | Ordinary share capital |
50%
|
Example 22: Extract from notes to the financial statements for the for an entity that holds an associate/subsidiary/joint venture interest but is not required to prepare consolidated financial statements – Financial asset note
| Financial assets |
|
Subsidiary Undertakings |
Joint Venture and associates |
Other investments |
Total |
| CU | CU | CU | CU | ||
| Cost | |||||
| At 1 January 2015 | XXX | XXX | XXX | XXX | |
| Additions | XXX | XXX | XXX | XXX | |
| Fair value adjustments | – | XXX | – | XXX | |
| Disposals |
(XXX)
|
–
|
–
|
(XXX)
|
|
| At 31 December 2015 |
XXX
|
XXX
|
XXX
|
XXX
|
|
| Amounts provided: | |||||
| At 1 January 2015 | XXX | XXX | XXX | XXX | |
| Additional provision |
XXX
|
–
|
–
|
XX
|
|
| At 31 December 2015 |
XXX
|
XXX
|
XXX
|
XXX
|
|
| Carrying amount | |||||
| At 31 December 2015 |
XXXX
|
XXXX
|
XXXX
|
XXXX
|
|
| At 31 December 2014 |
XXXX
|
XXXX
|
XXXX
|
XXXX
|
(a) Investment in Subsidiary undertakings are stated at cost less impairment. Other investments are held at cost less impairment.
Investments in joint ventures are measured at fair value based on valuation models which make the most of external market data such that the fair value represents the estimated value that could be obtained in an arm’s length transaction under normal business conditions. The discounted cash flows use a discount rate of 10%. The valuation used a multiple of earnings which is consistent with industry norms.
(b) Details of investments in which the parent Company holds 20% or more of the nominal value of any class of share capital are as follows:
| Name and Registered Office | Nature of Business | Nature of Shares Held | % of Share Class Held |
Net Assets/ (Liabilities) |
Results for year |
| CU | CU | ||||
| Subsidiary undertakings | |||||
|
(ix) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing | Ordinary share capital |
100%
|
XXXX |
XXXX |
|
This investment has been fully provided against.
|
|||||
|
(x) XXXX Limited Address 1, Address 2
|
Patent holding company | Ordinary share capital | 100% | XXX | XXXX |
| Associate | |||||
|
(xi) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing | Ordinary share capital |
25%
|
XXXX |
XXXX |
| Joint Venture | |||||
|
(xii) XXXX Limited Address 1, Address 2 |
Machinery Manufacturing | Ordinary share capital |
50%
|
XXXX |
XXXX |
14.11.2.2.3.3 Profit and loss accounts for entity that is not a parent
Example 23: Extract from the profit and loss account for an entity which is not a parent that holds an investment in an associate/joint venture or an entity that is a parent but consolidated financial statements are not required to be prepared where income is received from an associate/joint venture/subsidiary
| 2015 | 2014 | |
| CU | CU | |
| Turnover | – | – |
| Cost of sales |
(XXX)
|
(XXX)
|
| Gross profit | – | – |
| Administrative expenses |
(XXX)
|
–
|
| Operating loss | (XXX) | – |
| Income from participating interests | XXXX | – |
| Interest payable |
(XX)
|
(XXX)
|
| Profit/(loss) for the financial year | 86,442 | (22) |
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Examples
Example 1: Potential voting rights.
Example 2: Potential voting rights.
Example 4: Dividend paid out of pre-acquisition reserves.
Example 5: Equity method accounting.
Example 6: Elimination of profit where investor sells goods to investee.
Example 7: loss in excess of investment
Example 8: Deferred tax on enremitted earnings
Example 9: Full derecognition of associate due to sale.
Example 10: Partial derecognition of associate due to sale but significant influence still retained.
Example 11: Transfer of associate as a result of loss of significant influence due to sale.
Example 12: Loss of significant influence not due to sale.
Example 14: Step increase in an existing associate.
Example 15: Step increase from investment /financial asset to associate.
Example 16: Adoption of fair value through other comprehensive income.
Example 17: Adoption of fair value through profit and loss.
Example 18: Extract from the accounting policy notes to the consolidated financial statements.
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