Tutorial Letter 103/0/2023: FAC4862/NFA4862/ZFA4862
Tutorial Letter 103/0/2023: FAC4862/NFA4862/ZFA4862
NFA4862/103/0/2023
ZFA4862/103/0/2023
FAC4862/NFA4862/ZFA4862
Year module
IMPORTANT INFORMATION
Due date 3
4 Business combinations 29
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DUE DATE
DUE DATE FOR THIS TUTORIAL LETTER: 28 MARCH 2023
Please use the following telephone number to contact the lecturers: 012 429 4720
2. Read the standards and the interpretations covered by the learning units.
3. Do the questions in the study material and make sure you understand the principles dealt with in the
questions.
4. Consider whether you have achieved the specific outcomes of the learning units or not.
5. After completion of all the learning units, attempt the self-assessment questions (open book, but within
the time constraint) to test whether you have mastered the contents of this tutorial letter or not.
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INTRODUCTION
The UNGC advocates ten principles based on four main values, namely, human rights,
labour practices, environmental concerns and anti-corruption.
OBJECTIVES/OUTCOMES
After you have engaged this topic, you should be able to demonstrate an awareness of
the importance of the UNGC principles.
This topic is not examinable, but you should have a sufficient awareness of the UNGC
principles and how they are applicable in practice.
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IFRS 10 deals with the definition of control and establishes control as the basis for
consolidation. IFRS 10 also sets out how to apply the principle of control and outlines
the accounting requirements for the preparation of consolidated financial statements.
IFRS 10 deals with the principles that should be applied to a business combination
(including the elimination of intragroup transactions, consolidation procedures, etc) from
the date of acquisition until the date of loss of control.
OBJECTIVES/OUTCOMES
3. be able to apply the consolidation procedure (IFRS 10.19–24 and IFRS 10.B86–
B96), which includes
4. be able to account for a loss of control transaction (IFRS 10.25 and IFRS 10.B97–
B99) (assessed in learning unit 7);
5. be able to account for changes in ownership interest (assessed in learning unit 7);
6. be able to account for the cost of investments in subsidiaries, joint ventures and
associates in the separate financial statements of the investor (IAS 27.9, 27.10,
27.13 and 27.14) at cost (IAS 27.10(a));
7. be able to account for dividends from subsidiaries, joint ventures and associates
(IAS 27.12); and
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You must study the following sources before you attempt the questions in this learning
unit:
COMMENT
Please note that Group Statements, Volume 1, was covered thoroughly in your
undergraduate studies and therefore this tutorial letter only contains a revision of the
basic consolidation principles. It is very important that you revise these principles.
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EXAMPLE
Notes
1. When a parent prepares separate financial statements, it accounts for investments in
subsidiaries at cost. Separate financial statements are prepared by the parent and presented
in addition to the consolidated financial statements.
2. Broadly speaking, the first step in preparing consolidated financial statements is to combine
the financial statements of the parent and the subsidiaries (i.e., 100% of each line item of a
subsidiary is added to each line item of the parent).
3. Pro forma journals are prepared for consolidation purposes only and are not recognised in
the individual records of either the parent or a subsidiary. The pro forma journals eliminate
common balances. The only two common items in this case are the investment in the
subsidiary on the statement of financial position of the parent (P) and the portion of the equity
of the subsidiary (S) held by the parent. The investment held by the parent in the subsidiary is
therefore set off against the equity of the subsidiary, as follows:
Dr Cr
R’000 R’000
Share capital (SCE) 80
Retained earnings (SCE) 120
Investment in S Ltd (SFP) 200
At acquisition elimination journal
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The following trial balances of Bonn Ltd, Sydney Ltd and York Ltd are provided for the year ended
31 December 20.12:
Share capital – 40 000 ordinary shares (one share, one vote) 48 000 - -
– 36 000 ordinary shares (one share, one vote) - 48 000 -
– 24 000 ordinary shares (one share, one vote) - - 24 000
Retained earnings – 1 January 20.12 216 000 68 300 40 800
Deferred tax 2 240 - -
Revenue 165 000 124 000 148 000
Other income 24 000 6 300 -
Long-term borrowings 25 510 40 600 4 000
480 750 287 200 216 800
Debits
Additional information
1. Bonn Ltd acquired an 80% interest in Sydney Ltd on 1 July 20.11 and paid R65 000 in cash
for the investment. From this date Bonn Ltd had control over Sydney Ltd as per the definition
of control in terms of IFRS 10, Consolidated Financial Statements. At that date the equity of
Sydney Ltd was as follows:
All the assets and liabilities of Sydney Ltd were fairly valued at the acquisition date and no
additional assets, liabilities or contingent liabilities were identified.
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2. Bonn Ltd acquired a 70% interest in York Ltd on 1 January 20.12 and paid R35 000 for the
investment. From this date Bonn Ltd had control over York Ltd as per the definition of control
in terms of IFRS 10, Consolidated Financial Statements. On the date of acquisition the fair
value of the assets and liabilities of York Ltd was as follows:
Carrying Fair
amount value
R R
No additional assets, liabilities or contingent liabilities were identified at the acquisition date.
3. Bonn Ltd sold machinery to Sydney Ltd for R45 000 on 1 July 20.12. The sale was made at
cost plus 20%. Sydney Ltd depreciates machinery at 20% per annum on the straight-line
method. This is the same policy that is used by the South African Revenue Service (SARS).
4. At 31 December 20.12 the directors of Bonn Ltd determined that the goodwill of Sydney Ltd
had been impaired by R10 000.
5. Assume a current tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%. Ignore
value added tax (VAT) and dividend tax.
6. Investments in subsidiaries are accounted for at cost in accordance with IAS 27.10(a).
7. The acquisitions of all the companies also met the definition of the acquisition of a business
in terms of IFRS 3 Business Combinations.
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REQUIRED
Marks
PART I
Prepare the following for the Bonn Ltd Group for the year ended 31 December 20.12:
Assume that the group elected to measure non-controlling interests at the proportionate
share of the identifiable net assets at the acquisition date.
PART II
Assume that the group elected to measure the non-controlling interests of Sydney Ltd at
fair value at the acquisition date.
The fair value of the non-controlling interests of Sydney Ltd was determined at R15 200
at the acquisition date.
Prepare the following for the Bonn Ltd Group for the year ended 31 December 20.12:
(a) the at acquisition (1 July 20.11) consolidation journal to eliminate owner’s equity 4
(b) the “assets” section of the consolidated statement of financial position 8
Please note:
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PART I
COMMENT
Please refer to the relevant chapter in Group Statements for more examples on how to
eliminate intragroup transactions. The elimination adjustments required will be the same
for each respective scenario in the test or the examination.
Remember that if the subsidiary is the selling entity (the subsidiary sells to the parent,
investor or associate), the elimination of the unrealised profit will also affect the share of
profit of non-controlling interests.
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Dr Cr
R R
J8 Share capital (SCE) 24 000
Retained earnings (SCE) (given) 40 800
Inventory (SFP) (25 000 – 20 000) 5 000 (1)
Trade receivables (SFP) (18 000 – 8 000) 10 000 (1)
Deferred tax (SFP) [(5 000 + 10 000) x 27%] 4 050 (2)
Non-controlling interests (SFP/SCE) [C3] 16 155 (3)
Gain from bargain purchase (P/L) 2 695a (1)
Investment in York Ltd (SFP) 35 000 (1)
Elimination of owner’s equity at acquisition
J9 Inventory (SFP) 5 000 (1)
Cost of sales (P/L) 5 000 (1)
Trade receivables (SFP) 10 000 (1)
Other expenses [C2] (P/L) 10 000 (1)
Reversal of fair value adjustments at acquisition (see comment
below)
J10 Income tax expense (P/L) [(5 000 + 10 000) x 27%] 4 050 (1)
Deferred tax (SFP) 4 050 (1)
Tax effect of reversal of fair value adjustments at acquisition
J11 Non-controlling interests (P/L) 14 301 (5)
Non-controlling interests (SFP/SCE) 14 301 (1)
Non-controlling interests in profit for the current year
[(148 000 – 70 000 + 5 000 [C2]) – 5 000 – 22 000 + 10 000 [C2]
– 14 280 – 4 050 [C2]) x 30%]
J12 Dividend received (P/L) (9 000 x 70%) 6 300 (1)
Non-controlling interests (SFP/SCE) (9 000 x 30%) 2 700 (1)
Dividend paid (SCE) (York Ltd) 9 000 (1)
Elimination of intragroup dividends and recording of the non-
controlling interests therein
Total (54)
Maximum (50)
Communication skills: presentation and layout (1)
COMMENT
Journal 7
When NCI is measured at the proportionate share of the identifiable net assets, it will
not share in impairment losses relating to goodwill.
Journal 8
When an acquirer obtains control over an acquiree, the acquirer must measure the
identifiable assets acquired and the liabilities assumed at their acquisition-date fair
values.
Journal 9
The inventory and trade receivables of York Ltd were remeasured to their fair value at
the acquisition date (1 January 20.12) in journal 8.
Inventory and trade receivables are both current assets, which means it can be
assumed that the inventory will be sold within the next 12 months and the trade
receivables will be recovered within the next 12 months. The fair value adjustments
recognised at the acquisition date in journal 8 will have to be reversed at year end
since it is assumed that both the inventory and the trade receivables have realised
after acquisition in the subsidiary’s financial statements. This reversal is done in journal
9, and the tax implication is recorded in journal 10.
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The following trial balances indicate the consolidation process. The first step is to add the trial
balances of Bonn Ltd (A), Sydney Ltd (B) and York Ltd (C) together line by line to form a combined
trial balance (D). The principles of IFRS 10 are now applied, through the processing of pro forma
journals (E), to finalise the consolidated trial balance (F). This is the trial balance that is used to
prepare the consolidated financial statements. The entities now form one economic entity, which
cannot have multiple share capitals, investments in itself or transactions with itself, and these are
eliminated through pro forma journals. Furthermore, there is no goodwill or non-controlling interests
in the combined trial balance that must be recognised, through a pro forma journal, in the
consolidated financial statements.
A B C D E F
Consoli-
Combined Pro dated
Bonn Sydney York trial forma trial
Ltd Ltd Ltd balance journals balance
R R R R R R
Credits
Share capital 48 000 48 000 24 000 120 000 (72 000) 48 000
Retained earnings – 1 Jan 20.12 216 000 68 300 40 800 325 100 (63 260) 261 840
Deferred tax 2 240 - - 2 240 (1 822) 418
Revenue 165 000 124 000 148 000 437 000 - 437 000
Other income 24 000 6 300 - 30 300 (15 105) 15 195
Long-term borrowings 25 510 40 600 4 000 70 110 (4 000) 66 110
Non-controlling interests (SCE) - - - - 53 236 53 236
480 750 287 200 216 800 984 750 (102 951) 881 799
Debits
Property, plant and equipment 237 000 82 000 72 500 391 500 (6 750) 384 750
Goodwill - - - - 7 800 7 800
Investments – Sydney Ltd 65 000 - - 65 000 (65 000) -
– York Ltd - 35 000 - 35 000 (35 000) -
Loan to York Ltd (interest free) 4 000 - - 4 000 (4 000) -
Cost of sales 60 000 88 000 70 000 218 000 (5 000) 213 000
Finance costs 2 500 2 000 5 000 9 500 - 9 500
Other expenses 15 000 20 000 22 000 57 000 (750) 56 250
Dividends paid – ordinary 6 000 5 000 9 000 20 000 (14 000) 6 000
Income tax expense 26 250 4 200 14 280 44 730 2 228 46 958
Trade receivables 32 000 14 000 8 000 54 000 - 54 000
Inventories 33 000 37 000 16 020 86 020 - 86 020
Non-controlling interests (P/L) - - - - 17 521 17 521
480 750 287 200 216 800 984 750 (102 951) 881 799
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COMMENT
There are two non-controlling interests in the consolidated trial balance because the
profit or loss items of the subsidiaries were included 100% but the parent is not entitled
to 100%. The non-controlling interest share is indicated as a debit that only leaves the
profit after tax attributable to the parent. This can be compared with the retained
earnings of R364 806 (opening balance of R261 840, plus profit attributable to the
parent in the statement of profit or loss section in the amount of R108 966, less
dividends paid by the parent in the amount of R6 000) in the statement of financial
position. The allocation of the share of profits of non-controlling interests is as follows:
Dr Cr
R R
Non-controlling interests (P/L) 17 521
Non-controlling interests (SCE/SFP) 17 521
The consolidated trial balance is now used to prepare the consolidated financial
statements in (b).
R
ASSETS
Non-current assets
Property, plant and equipment
(237 000 + 82 000 + 72 500 – 7 500[C1] + 750[C1]) 384 750 (3)
Goodwill (17 800f – 10 000g) 7 800 (2)
392 550
Current assets
Inventories (33 000 + 37 000 + 16 020) 86 020 (3)
Trade receivables (32 000 + 14 000 + 8 000) 54 000 (3)
140 020
Total assets 532 570
Non-current liabilities
Long-term borrowings (25 510 + 40 600 + 4 000(interco loan) – 4 000 (J6)) 66 110 (2)
Deferred tax (2 240 (given) – 2 025 [C1] + 203 [C1] – 4 050 [C2] + 4 050 [C2]) 418 (1)
Total liabilities 66 528
Total equity and liabilities 532 570
Total (20)
Maximum (16)
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Revenue (165 000 + 124 000 + 148 000) 437 000 (1)
Cost of sales (60 000 + 88 000 + 70 000 – 5 000 ([C2] or (J9)) (213 000) (2)
Gross profit 224 000
Other income (24 000 + 6 300 – 4 000 (div)(J5) – 6 300 (div)(J12) – 7 500[C1] +
2 695a) 15 195 (4)
Other expenses (15 000 + 20 000 + 22 000 + 10 000g – 750 [C1] – 10 000 (J9)) (56 250) (3)
Finance costs (2 500 + 2 000 + 5 000) (9 500) (1)
Profit before tax 173 445
Income tax expense (26 250 + 4 200 + 14 280 – 2 025 [C1] + 203 [C1] + 4 050
([C2] or (J10)) (46 958) (4)
PROFIT FOR THE YEAR 126 487
Other comprehensive income for the year, net of tax –
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 126 487
Profit attributable to:
Owners of the parent (126 487 – 17 521) 108 966 (1)
Non-controlling interests (3 220j + 14 301c) 17 521 (1)
126 487
Total comprehensive income attributable to:
Owners of the parent (126 487 – 17 521) 108 966
Non-controlling interests (3 220j + 14 301c) 17 521
126 487
(17)
Balance at 1 January 20.12 48 000 261 8401 309 840 23 2602 333 100 (3½)
Changes in equity for 20.12
Acquisition of subsidiary - - - 16 155b 16 155 (1)
Total comprehensive income
for the year
Profit for the year - 108 966 108 966 17 521 126 487
Dividends paid (R0,15 per share) - (6 000) (6 000) (3 700)3 (9 700) (1½)
Balance at 31 December 20.12 48 000 364 806 412 806 53 236 466 042 (6)
Communication skills: presentation and layout (2)
1
216 000 + 45 840h = 261 840 or 216 000 + ((68 300 – 11 000) x 80%) = 261 840
2
23 260i or 11 800 (J1) + 11 460 (J2) = 23 260
3
2 700d + 1 000k = 3 700
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CALCULATIONS
Intragroup profit
Selling price 45 000
Intragroup profit (45 000 x 20/120) 7 500
Tax effect @ 27% 2 025
Depreciation
7 500/5 years x 6/12 750
Tax effect @ 27% 203
COMMENT
If the subsidiary was the selling entity, the intragroup profit would have been recorded
in its separate financial statements. The elimination of the unrealised profit at year end
would therefore affect the profit of the subsidiary. The net effect of the elimination of
R4 860 (7 500 – 2 025 – 750 + 203) would therefore also need to be taken into account
in the calculation of profit attributable to non-controlling interests in (J4).
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Bonn Ltd
Total 70% NCI
At Since
At acquisition
Share capital 24 000
Retained earnings
(40 800 – 5 000 (inventory) + 1 350 (tax) –
10 000 (trade receivables) + 2 700 (tax)) 29 850
b
53 850 37 695 16 155
a
Equity represented by gain on bargain purchase (2 695) (2 695) -
Consideration and NCI 51 155 35 000 16 155
Since acquisition
Current year
Profit for the year before realisation of IFRS 3
adjustments at acquisition [C2] 36 720
Subsequent reversal of IFRS 3 adjustments at
consolidation when assets realised by
subsidiary [C2] 10 950
c
Profit for the year 47 670 33 369 14 301
d
Dividend paid (9 000) (6 300) (2 700)
89 825 27 069 27 756
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Bonn Ltd
Total 80% NCI
At Since
At acquisition
Share capital 48 000
Retained earnings 11 000
59 000 47 200 11 800
Equity represented by goodwill 17 800 17 800f –
Consideration and NCI 76 800 65 000 11 800
Since acquisition
Retained earnings (68 300 – 11 000) 57 300 45 840h 11 460
23 260і
Current year
Profit for the year1 16 100 12 880 3 220j
Dividend (5 000) (4 000) (1 000)k
Impairment of goodwill (10 000) (10 000)g –
135 200 44 720 25 480l
1
Profit for the year
Revenue 124 000
Other income 6 300
Cost of sales (88 000)
Finance costs (2 000)
Other expenses (20 000)
20 300
Income tax expense (4 200)
16 100
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PART II
COMMENT
When NCI is measured at fair value, it will share in impairment losses relating to
goodwill.
All the journals for when NCI is measured at fair value (Part II) and for when NCI is
measured at its proportionate share of the identifiable net assets (Part I) are the same,
but J8 and J2 differ from Part I in Part II. Compare the journal above with J2 in Part I (a).
Note that NCI is measured differently in Part II compared to Part I. Therefore, the amount
of goodwill recognised in Part II will differ from the amount of goodwill recognised in
Part I.
COMMENT
If all pro forma journals were required in Part II, the impairment of goodwill journal (J7 in
Part I) would be as follows:
Dr Cr
R R
Other expenses (impairment of goodwill) (P/L) 10 000
Accumulated impairment losses (SFP) 10 000
Non-controlling interests (SFP/SCE) 2 000
Non-controlling interests (P/L) 2 000
Impairment of Sydney Ltd’s goodwill at
31 December 20.12
The impairment loss allocated to NCI would be in the profit-sharing ratio, that is, 20% x
R10 000.
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R
ASSETS
Non-current assets
Property, plant and equipment
(237 000 + 82 000 + 72 500 – 7 500[C1] + 750[C1]) 384 750 (3)
Goodwill (21 200 – 10 000 (impairment)) 11 200 (3)
395 950
Current assets
Inventories (33 000 + 37 000 + 16 020) 86 020 (2)
Trade receivables (32 000 + 14 000 + 8 000) 54 000 (2)
140 020
Total assets 535 970
Total (10)
Maximum (8)
CALCULATIONS
Bonn Ltd
Total 80% NCI
At Since
At acquisition
Share capital 48 000
Retained earnings 11 000
59 000 47 200 11 800
Equity represented by goodwill 21 200 17 800f 3 400
Consideration and NCI 80 200 65 000 15 200
Since acquisition
Retained earnings (68 300 – 11 000) 57 300 45 840 11 460
Current year
Profit for the year 16 100 12 880 3 220
Dividend (5 000) (4 000) (1 000)
Impairment of goodwill (10 000) (8 000) (2 000)
138 600 46 720 26 880
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EXAMINATION TECHNIQUE
The proof of goodwill calculation is only provided for the sake of completeness and
should not be prepared if an analysis of owner’s equity is also prepared. The proof of
goodwill calculation is a duplication of the “at acquisition” section of the analysis of
owner’s equity. Therefore, only one of the two calculations should be used.
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Beach Holidays Ltd acquired 75% of R&R Ltd’s ordinary share capital for R1 300 000 on
1 March 20.11. Beach Holidays Ltd sells holiday time share and R&R Ltd sells holiday apartments
in the Bloubergstrand area. The acquisition of R&R Ltd also met the definition of the acquisition of
a business in terms of IFRS 3 Business Combinations.
The trial balance of R&R Ltd on the date of acquisition was as follows:
Carrying Fair
value value
R R
Inventory – holiday apartments 960 000 1 030 000
Office building 750 000 750 000
Trade and other receivables 340 000 340 000
Bank 160 000 160 000
Ordinary share capital (200 000) (200 000)
10% preference share capital (150 000) (150 000)
Retained earnings (1 250 000) (1 250 000)
Long-term loan (520 000) (520 000)
Trade and other payables (90 000) (90 000)
Additional information
1. R&R Ltd’s assets and liabilities, with the exception of inventory, were fairly valued on the date
of acquisition. No adjustments were made in the separate statements of R&R Ltd.
2. As at 30 September 20.11, 65% of the inventory acquired had been sold. You can assume
that no inventory was sold during the current year.
4. The retained earnings of R&R Ltd increased by R180 000 from acquisition until the beginning
of the year. The current financial year presented a profit of R220 000, and a dividend of
R180 000 was declared and paid.
5. Beach Holidays Ltd also acquired 80% of R&R Ltd’s non-redeemable cumulative preference
share capital at acquisition for R130 000. R&R Ltd is obliged to pay a preference dividend for
a financial year if an ordinary dividend is declared in the financial year. The preference shares
were correctly classified as equity. All the preference dividends were declared and paid.
Should R&R Ltd be liquidated, Beach Holidays Ltd will be entitled to receive a proportionate
share of the assets available for distribution. The holders of the preference shares have equal
rights and ranking to the holders of ordinary shares in the event of liquidation.
6. R&R Ltd issued R100 000 in debentures to Beach Holidays Ltd on 1 May 20.12 at a premium
of 5%. The debentures are redeemable on 30 April 20.17 at the nominal value. A payment of
R12 000 is made annually on 30 April.
7. Assume a current tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore value added tax (VAT) and dividend tax.
8. Beach Holidays Ltd has elected to measure non-controlling interests at their proportionate
share of the identifiable net assets at the acquisition date.
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REQUIRED
Marks
Prepare the pro forma consolidation journal entries for the Beach Holidays Ltd Group for 33
the year ended 30 September 20.12.
Please note:
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Dr Cr
R R
J1 Ordinary share capital (SCE) 200 000
Preference share capital (SCE) 150 000
Retained earnings (SCE) 1 250 000
Inventory (SFP) (1 030 000 – 960 000) 70 000 (2)
Investment in R&R Ltd (SFP)
(1 300 000 + 130 000) 1 430 000 (2)
Non-controlling interests (SFP/SCE)
(375 275 [C1] + 30 000 [C2]) 405 275 (5)
Deferred tax liability (SFP) 18 900 (1)
Goodwill (SFP) (174 175 [C1] + 10 000 [C2]) 184 175 (2)
Elimination of owner’s equity in R&R Ltd on acquisition
date
J2 Retained earnings (SCE) (70 000 x 65%) 45 500 (1)
Inventory (SFP) (see comment box below) 45 500 (1)
Account for inventory sold in the previous year
J3 Deferred tax (SFP) (45 500 x 27%) 12 285 (1)
Retained earnings (SCE) 12 285 (1)
Taxation on inventory sold in previous year
J4 Retained earnings (SCE) 36 696 (1)
Non-controlling interests (SFP/SCE) [C1] or
[(180 000 – (70 000 x 73% x 65%)) x 25%] 36 696 (2)
Recognition of non-controlling interests in the since
acquisition earnings until the beginning of the current
reporting period
J5 Non-controlling interests (P/L) (51 250 [C1] +3 000[C2]) 54 250 (2)
Non-controlling interests (SFP/SCE) 54 250 (1)
Recognition of the non-controlling interests in the profit
for the year
J6 Dividends received (Beach Holidays) (P/L)
(135 000 [C1] + 12 000 [C2]) 147 000 (2)
Non-controlling interests (SFP/SCE)
(45 000 [C1] + 3 000 [C2]) 48 000 (2)
Dividends paid (R&R) (SCE) (180 000 + 15 000) 195 000 (2)
Elimination of intragroup dividend and accounting of
non-controlling interests’ portion of dividend
J7 Interest received (P/L) (Beach Holidays) [C3] 4 663 (3)
Finance charges (P/L) (R&R) 4 663 (1)
Elimination of interest on intragroup debentures
J8 Debenture liability (SFP) (R&R) [C3] 109 663 (2)
Investment in debentures (SFP) (Beach Holidays) 109 663 (1)
Elimination of intragroup debentures
Total (35)
Maximum (33)
Communication skills: presentation and layout (1)
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COMMENT
Journal 2
Sixty-five per cent of the inventory that had been measured at its fair value on the
acquisition date of 1 March 20.11 was sold at 30 September 20.11. Therefore, 65% of
the fair value adjustment will be realised in retained earnings. If the question was silent
on the percentage of inventory sold, you should have assumed that 100% was sold in
the subsequent financial year since inventory is a current asset and current assets will
realise within 12 months.
CALCULATIONS
Beach Holidays
Total 75% NCI
At Since
At acquisition
Ordinary share capital 200 000
Retained earnings 1 250 000
Inventory adjustment – taken to
retained earnings 70 000
Deferred tax (18 900)
1 501 100 1 125 825 375 275
Equity represented by goodwill 174 175 174 175 - [3]
Consideration and NCI 1 675 275 1 300 000 375 275
Since acquisition
Retained earnings [180 000 –
(70 000 x 73% x 65%)] 146 785 110 089 36 696
Current year
Profit for the year
[220 000 – 15 000 (pref div)] 205 000 153 750 51 250 [2]
Dividends (180 000) (135 000) (45 000) [2]
1 847 060 128 839 418 221
Beach Holidays
Total 80% NCI
At Since
At acquisition
Preference share capital 150 000 120 000 30 000
Equity represented by goodwill 10 000 10 000 -
Consideration and NCI 160 000 130 000 30 000 [1]
Current year
Profit attributable to preference
shareholders (150 000 x 10%) 15 000 12 000 3 000 [1]
Preference dividend (15 000) (12 000) (3 000) [2]
160 000 - 30 000
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COMMENT
Preference shares have preference to dividends over ordinary shares. During the year,
an ordinary dividend was declared, and a preference dividend will therefore also be
declared in the current year. As the preference shares are classified as equity, the
preference dividend is also equity.
Closing
1 May 20.12 Capital Interest Payment balance
Interest 30 Sept 20.12 105 000 4 663* - 109 663 [1]
Payment 30 April 20.13 109 663 6 528 (12 000) 104 192
Interest 30 Sept 20.13 104 192 4 627 - 108 819
Payment 30 April 20.14 108 819 6 478 (12 000) 103 297
Interest 30 Sept 20.14 103 297 4 588 - 107 885
Payment 30 April 20.15 107 885 6 423 (12 000) 102 307
Interest 30 Sept 20.15 102 307 4 544 - 106 851
Payment 30 April 20.16 106 851 6 361 (12 000) 101 212
Interest 30 Sept 20.16 101 212 4 495 - 105 707
Payment 30 April 20.17 105 707 6 293 (12 000) 100 000
OR
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IFRS 3 deals with accounting for a business combination on the date of acquisition and
outlines the principles that apply to accounting for identifiable assets acquired and
liabilities assumed, non-controlling interests and goodwill or gain from a bargain
purchase, taking into account certain exceptions to recognition, measurement and
classification principles as established in other IFRS standards.
OBJECTIVES/OUTCOMES
You must study the following sources before you attempt the questions in this learning
unit:
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In order to identify a business combination, the definition of a business as stated in IFRS 3 should
be considered and applied. The definition was amended in July 2019. The amendment has been
effective from 1 January 2020, with an option to pre-adopt.
It is important that you first work through IE74 to IE123 in the IFRS textbook since the IFRS is what
you have in the examination/test and it is for your benefit to familiarise yourself with it.
To enhance your understanding of the relevant illustrative examples of the IFRS 3 amendment, refer
to the following screencasts that can be found on MyUnisa under the Lessons tab for Tutorial Letter
102:
- Part 1 – Overview
- Part 2 – Concentration test (numeric application)
- Part 3 – Similar assets
- Part 4 – Further criteria assessed
An integrated set of activities and assets that is capable of being conducted and managed
for the purpose of providing goods or services to customers, generating investment income
(such as dividends or interest) or generating other income from ordinary activities.
The application of the guidance set out in paragraphs B7 to B12D is summarised in the mind map
provided below. Note that you must read these paragraphs of IFRS 3 and familiarise yourself with
them. The mind map is merely intended to enhance your understanding of the paragraphs.
Question 2.1 below highlights the major changes that occurred in the application of the definition of
a business. You can use the various sections of question 2.1 as practice questions once you have
studied the IFRS application paragraphs, the illustrative examples and the abovementioned
screencasts.
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Yes
No
No Is the process critical to Is the process critical when applied to the Yes
the ability to develop or inputs to continue producing outputs, and
convert the inputs into is there a skilled, knowledgeable or
outputs? experienced organised workforce to
perform the process?
Yes No
No
Does the process significantly Yes
Do the inputs include a skilled, contribute to the ability to
knowledgeable or experienced continue producing output and
organised workforce to perform is it considered unique/scarce,
the process and other inputs or cannot be replaced without
that the workforce could significant impact on the ability
develop or convert into to continue producing
outputs? outputs?
Yes No
Acquisition is not a
business Acquisition is a
business
(SAICA – adapted)
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ACQUISITION METHOD
Step 1
The entity that obtains control of the acquiree (IFRS 3.6–7)
Who is the acquirer? See “control” as defined in IFRS 10.5–18
Step 2
The date on which the acquirer obtains control of the acquiree
When did the acquisition (IFRS 3.8–9)
occur?
Step 3
Recognition criteria:
Recognise the
identifiable assets and To qualify for recognition,
liabilities acquired in the • assets and liabilities should meet the definitions set out in the
business combination. Conceptual Framework; and
• assets and liabilities must be part of what is exchanged in the
business combination (not a separate transaction).
Exceptions:
Note that the acquiree may not have recognised, in its own
financial statements, certain assets and liabilities that qualify for
recognition in the group financial statements. Examples are
Measure the assets and Assets and liabilities acquired should be measured at their fair
the liabilities acquired in values at the acquisition date.
the business
combination. Remember:
• The restatement of assets and liabilities to fair value has
deferred tax implications for the business combination.
• The restatement of assets to fair value may also result in an
additional depreciation/amortisation charge in the
consolidated financial statements (and, again, has deferred
tax implications).
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Step 5
Measure NCI at
Recognise and measure • fair value; or
NCI. • its proportionate share of the acquiree’s identifiable net
assets (IFRS 3.19).
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EXAMPLES
The following examples illustrate the acquisition method prescribed by IFRS 3, Business
Combinations. In all the examples it may be assumed that Easy Ltd has control as defined in
IFRS 10, Consolidated Financial Statements.
(a) Easy Ltd acquired a 100% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R100 000, at which date Sub Ltd’s share capital amounted to R20 000 and the retained
earnings amounted to R80 000.
Dr Cr Dr Cr
R R R R
Investment (SFP) 100 000 Share capital (SCE) 20 000
Bank (SFP) 100 000 Retained earnings
(SCE) 80 000
Investment (SFP) 100 000
(b) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R80 000, at which date Sub Ltd’s share capital amounted to R20 000 and the retained
earnings amounted to R80 000. Non-controlling interests (NCI) is measured at its
proportionate share of the acquiree’s identifiable net assets.
Dr Cr Dr Cr
R R R R
Investment (SFP) 80 000 Share capital (SCE) 20 000
Bank (SFP) 80 000 Retained earnings
(SCE) 80 000
Investment (SFP) 80 000
NCI (SFP/SCE)
(100 000 x 20%) 20 000
(c) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R90 000, at which date Sub Ltd’s share capital amounted to R20 000 and the retained
earnings amounted to R80 000. NCI is measured at its proportionate share of the acquiree’s
identifiable net assets.
Dr Cr Dr Cr
R R R R
Investment (SFP) 90 000 Share capital (SCE) 20 000
Bank (SFP) 90 000 Retained earnings
(SCE) 80 000
Investment (SFP) 90 000
NCI (SFP/SCE)
(100 000 x 20%) 20 000
Goodwill (SFP)
(balancing) 10 000
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(d) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R90 000, at which date Sub Ltd’s share capital amounted to R20 000 and the retained
earnings amounted to R80 000. NCI is measured at its fair value of R18 000 at the acquisition
date.
Dr Cr Dr Cr
R R R R
Investment (SFP) 90 000 Share capital (SCE) 20 000
Bank (SFP) 90 000 Retained earnings
(SCE) 80 000
Investment (SFP) 90 000
NCI (SFP/SCE)
(given) 18 000
Goodwill (SFP)
(balancing) 8 000
(e) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R80 000 and through the issuance of 10 000 shares (the fair value of one share was R1 on
the acquisition date), at which date Sub Ltd’s share capital amounted to R20 000 and the
retained earnings amounted to R80 000. NCI is measured at its fair value of R18 000 at the
acquisition date.
Dr Cr Dr Cr
R R R R
Investment (SFP) 90 000 Share capital (SCE) 20 000
Bank (SFP) 80 000 Retained earnings 80 000
Share capital (SCE) 10 000 (SCE)
Investment (SFP) 90 000
NCI (SFP/SCE)
(given) 18 000
Goodwill (SFP) 8 000
(f) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R80 000 and through the issuance of 10 000 shares (the fair value of one share was R1 on
the acquisition date), at which date Sub Ltd’s share capital amounted to R20 000 and the
retained earnings amounted to R80 000. NCI is measured at its fair value of R18 000 at the
acquisition date. At the acquisition date the carrying amounts of all assets and liabilities were
equal to their fair values, with the exception of plant, which had a fair value of R80 000 and
a carrying amount of R75 000. Assume a current tax rate of 27% and a capital gains tax
(CGT) inclusion rate of 80%. Ignore value added tax (VAT) and dividend tax.
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Dr Cr Dr Cr
R R R R
Investment (SFP) 90 000 Share capital (SCE) 20 000
Bank (SFP) 80 000 Retained earnings 80 000
Share capital (SCE) 10 000 (SCE)
Plant (SFP)
(80 000 – 75 000) 5 000
Deferred tax (SFP)
(5 000 x 27%) 1 350
Investment (SFP) 90 000
NCI (SFP/SCE)
(given) 18 000
Goodwill (SFP) 4 350
(g) Easy Ltd acquired an 80% shareholding in Sub Ltd on 1 January 20.12 for a cash amount of
R80 000 and through the issuance of 10 000 shares (the fair value of one share was R1 on
the acquisition date), at which date Sub Ltd’s share capital amounted to R20 000 and the
retained earnings amounted to R80 000. NCI is measured at its fair value of R18 000 at the
acquisition date. At the acquisition date the carrying amounts of all assets and liabilities were
equal to their fair values, with the exception of plant, which had a fair value of R80 000 and
a carrying amount of R75 000. Sub Ltd owns a customer list that is frequently exchanged
with third parties. The fair value of this customer list amounted to R10 000 on the acquisition
date. The customer list has a remaining useful life of 10 years. Assume a current tax rate of
27% and a capital gains tax (CGT) inclusion rate of 80%. Ignore value added tax (VAT) and
dividend tax.
Dr Cr Dr Cr
R R R R
Investment (SFP) 90 000 Share capital (SCE) 20 000
Bank (SFP) 80 000 Retained earnings 80 000
Share capital (SCE) 10 000 (SCE)
Plant (SFP)
(80 000 – 75 000) 5 000
Deferred tax (SFP)
(5 000 x 27%) 1 350
Intangible asset (SFP) 10 000
Deferred tax (SFP)
(10 000 x 27%) 2 700
Investment (SFP) 90 000
NCI (SFP/SCE) 18 000
(given)
Bargain purchase 2 950
(P/L)
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Designa Cars Ltd, a motor car dealer, purchased a portfolio of cars for resale. Within this portfolio
are 19 different cars. The fair value of the price paid for the portfolio of cars is equal to the aggregate
fair value of the 19 cars acquired.
The vehicles are of different makes and models, specifically five BMW vehicles of different
models, five Mercedes-Benz vehicles of different models, seven Toyota vehicles of different models
and two Ford vehicles of different models.
Two of the BMW vehicles and two of the Mercedes-Benz vehicles were customised as per specific
customer requirements. The changes made to these vehicles are cosmetic and do not change the
risks associated with the vehicles.
Owing to the wide range of cars in the portfolio, the class of customer is not the same for all the cars.
The risks associated with operation in the motor vehicle industry in relation to the different vehicles
acquired do not differ significantly No employees, other assets, other processes or other activities
are transferred.
REQUIRED
Marks
Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio in 10
terms of IFRS 3.B7A. Discuss whether the criteria in the concentration test are met or not
in terms of IFRS 3.B7B. Draw a conclusion on whether this acquisition resulted in the
acquisition of a business or not.
Please note:
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Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio in
terms of IFRS 3.B7A. Discuss whether the criteria in the concentration test are met or not in
terms of IFRS 3.B7B. Draw a conclusion on whether this acquisition resulted in the
acquisition of a business or not.
The assets acquired are all motor vehicles and are therefore the same in nature. (1)
All the vehicles were purchased for the same purpose, that is, resale by Designa Cars Ltd
and therefore all of them are of the same class of asset, namely, inventory (IFRS 3.B7B (e)).
Consequently, they have the same risks. (1)
It does not matter that some of the vehicles were customised since they make up one asset.
The customisation did not change the risks attached to the assets. Therefore, all the vehicles
have similar risks (IFRS 3.B7B (e)). (1)
The assets are of the same nature and have similar risks. (1)
Therefore, the portfolio of vehicles is considered a single identifiable asset group and should
be recognised and measured as such in a business combination (IFRS 3.B7B (c)). (1)
Fair value:
The fair value of the price paid for the portfolio of cars is equal to the aggregate fair value of
the 19 cars acquired. (1)
This indicates that substantially all of the fair value of the assets acquired is concentrated
in the group of vehicles purchased (IFRS 3.B7B (b)). (1)
Concentration test:
Therefore, we can confirm that the criteria in the concentration test are met. (1)
Conclusion:
We can conclude that the acquisition of the portfolio did not result in the acquisition of a
business (IFRS 3.B7A (a)). (1)
(10)
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Designa Cars Ltd, a motor car dealer, purchased a portfolio of cars consisting of 22 different
vehicles. Nineteen of these vehicles are luxury motor cars purchased for resale while three of them
are large delivery trucks that will be used to deliver motor vehicles to other car dealers and bulk
buyers.
The three large delivery trucks purchased came with contracts for outsourced trained drivers. They
also came with a specialised motor plan for their service and maintenance, as well as outsourced
security needed during the transportation of deliveries. The processes and services performed
through these outsource contracts are minor if all the processes involved in generating the required
income (output) are considered.
The aggregate fair value of the 19 luxury cars is similar to the aggregate fair value of the three
delivery trucks acquired.
The 19 cars are all of different makes and models, specifically five BMW vehicles of different
models, five Mercedes-Benz vehicles of different models, seven Toyota vehicles of different models
and two Ford vehicles of different models.
Two of the BMW vehicles and two of the Mercedes-Benz vehicles were customised as per specific
customer requirements. These changes are cosmetic and do not change the risks associated with
the vehicles.
Owing to the wide range of vehicles in the portfolio, the class of customer is not the same for all the
vehicles.
The risks associated with operation in the motor vehicle industry in relation to the different vehicles
acquired for resale do not differ significantly.
REQUIRED
Marks
(a) Designa Cars Ltd opted to apply the concentration test to the purchase of the 8
portfolio in terms of IFRS 3.B7A. Discuss whether the criteria in the concentration
test are met or not in terms of IFRS 3.B7B. Draw a conclusion on whether this
acquisition resulted in the acquisition of a business or not.
(b) Designa Cars Ltd did not opt to apply the concentration test to the purchase of the 7
portfolio in terms of IFRS 3.B7A. Discuss whether this acquisition resulted in the
acquisition of a business or not in terms of IFRS 3.B8–B12D.
Please note:
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(a) Designa Cars Ltd opted to apply the concentration test to the purchase of the portfolio
in terms of IFRS 3.B7A. Discuss whether the criteria in the concentration test are met or
not in terms of IFRS 3.B7B. Draw a conclusion on whether this acquisition resulted in
the acquisition of a business or not.
The assets acquired are all motor vehicles, so they are the same in nature. (1)
However, the vehicles were not all purchased for the same purpose by
Designa Cars Ltd and, therefore, they are not all of the same class of asset. (1)
The 19 luxury cars were purchased for the purpose of resale by Designa Cars Ltd and
are classified as inventory. The three delivery trucks will be used by Designa Cars Ltd
for other activities and are classified as property, plant and equipment. (1)
Therefore, the vehicles are not of the same class of asset and are not considered similar
(IFRS 3.B7B (f(ii))). (1)
Consequently, the portfolio of assets purchased does not have the same risk associated
with managing and creating output and may not be recognised as a single identifiable
asset group (IFRS 3.B7B (e)). (1)
The assets may not be recognised and measured as a single identifiable asset in a
business combination (IFRS 3.B7B (c)). (1)
Fair value:
There are substantially two groups of assets (i.e., luxury cars and delivery trucks). (1)
This indicates that substantially all of the fair value of the assets acquired is not
concentrated in just one group of vehicles purchased (IFRS 3.B7B (b)). (1)
Conclusion:
Designa Cars Ltd shall further assess in terms of IFRS 3.B8–B12D whether the portfolio
of vehicles acquired resulted in the acquisition of a business or not (IFRS 3.B7A (b)). (1)
Total (11)
Maximum (8)
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(b) Designa Cars Ltd did not opt to apply the concentration test to the purchase of the
portfolio in terms of IFRS 3.B7A. Discuss whether this acquisition resulted in the
acquisition of a business or not in terms of IFRS 3.B8–B12D.
IFRS 3.B12C
The purchasing of the portfolio of vehicles generates revenue from the resale of the luxury
cars. This revenue constitutes output from the activity of purchasing the portfolio of
vehicles. Therefore, we apply IFRS 3.B12C to assess if the acquired process is
substantive. (1)
The services provided by outsourced personnel are not critical to the ability to continue
producing outputs. (1)
They are minor/ancillary in the context of all processes involved in generating the
required output (IFRS 3.B12C (a)). (1)
The relevant inputs do not include an organised workforce with the necessary skills,
knowledge or experience to perform the process and do not include other inputs that the
workforce could develop or convert into outputs (IFRS 3.B12C (a)). (1)
The process of purchasing vehicles for resale and delivering such vehicles is a process
that is readily accessible in the marketplace. Vehicles are not unique or scarce and can
be replaced without significant cost (IFRS 3.B12C (b)). (2)
Therefore, the process acquired is not substantive and the acquisition of the portfolio of
vehicles did not result in the acquisition of a business. (1)
(7)
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Designa Cars Ltd is a motor car dealer that owns a 10% interest in Car Security Ltd. Car Security Ltd
specialises in the installation of security devices, such as gearlocks and anti-hijack systems, in all
types of motor cars. On 31 March 20.20 Designa Cars Ltd purchased a further 75% interest in
Car Security Ltd for a cash consideration of R3 000 000. On this date, Designa Cars Ltd obtained
control over Car Security Ltd in accordance with IFRS 10, Consolidated Financial Statements. The
fair value of the shares of Car Security Ltd is R60 per share on 31 March 20.20, and a total of 200
000 shares are in issue. Both companies have a 31 December year end.
The extracted trial balances of Car Security Ltd are shown in the table below at their fair values on
the relevant dates:
REQUIRED
Marks
Calculate the fair value of gross assets acquired in terms of IFRS 3.B7B (a) and (b) and 11
draw a conclusion on whether the criteria in the concentration test are met or not.
Please note:
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(a) The fair value of gross assets acquired in terms of IFRS 3. B7B is R15 000 000 [C1]. (6)
(b) The concentration test is met if substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset or group of similar identifiable
assets. None of the assets acquired can be grouped together as similar identifiable
assets. Therefore, each asset will be compared individually to the fair value of gross
assets acquired of R15 000 000 [C1]: (1)
As the fair value of the gross assets acquired is not concentrated in a single identifiable
asset, the concentration test is not met for the purchase of the interest in Car Security Ltd. (1)
(10)
CALCULATIONS
C1. Fair value of the gross assets acquired (IFRS 3. B7B (b))
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Batman Ltd is a security company operating in Gauteng. The management of Batman Ltd identified
external acquisition as an area of expansion. As a result, Batman Ltd purchased a 60% interest in
Robin Ltd on 1 January 20.11. On this date, Batman Ltd obtained control over Robin Ltd as defined
in IFRS 10, Consolidated Financial Statements.
The abridged statement of financial position of Robin Ltd was as follows on 1 January 20.11:
R’000 R’000
The following matters were identified to be taken into account in calculating the identifiable assets
and liabilities at fair value at the acquisition date:
1. The fair value of the non-controlling interests was R820 000 on 1 January 20.11.
2. Machinery was valued at R300 000 more than the carrying amount. The remaining useful life
of the machinery from the date of acquisition is four years. Robin Ltd continued to account for
machinery in accordance with the cost model as per IAS 16.
3. Land with a cost price of R300 000 had a fair value of R400 000 on 1 January 20.11. The value
of the land has increased to R450 000 at 31 December 20.11. It is the policy of Robin Ltd to
account for land in accordance with the cost model as per IAS 40.
4. Robin Ltd disclosed a contingent liability of R450 000 in its financial statements on
1 January 20.11 relating to a court case involving a patent right for a taser gun that does not
meet industry standards. The claim represents a present obligation, but at this point the
attorneys of Robin Ltd are of the opinion that the claim is unlikely to lead to an outflow of
economic benefits. The R450 000 is the fair value of the claim, taking into account all possible
outcomes on 1 January 20.11.
The shareholders of Robin Ltd have, as part of the purchase agreement with Batman Ltd,
guaranteed to reimburse Batman Ltd 40% of the claim, should it be successful.
On 31 December 20.11 the court case has progressed to such an extent that it is virtually
certain that Robin Ltd will have to pay R550 000. Robin Ltd recognised a provision of R550 000
in its financial statements on 31 December 20.11. The related transaction has been correctly
recorded in Robin Ltd’s financial statements.
The claim will not be deductible for taxation purposes should it succeed.
5. Details of the consideration transferred to the shareholders of Robin Ltd are as follows:
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• Batman Ltd will make a cash payment of R225 060 on 31 December 20.12.
The South African Revenue Service agrees with the accounting treatment and will allow
a tax deduction for the interest expense.
• Batman Ltd is required to make an additional cash payment of R150 000 on
30 June 20.13 if the share price of Robin Ltd increases by more than 20%. The fair value
of the contingent consideration was estimated to be R65 000 on 1 January 20.11 and
R90 000 on 31 December 20.11. The share price of Robin Ltd had increased by 32% by
31 December 20.11. The changes in fair values on the contingent consideration were as
a result of events that occurred after the acquisition date.
Acquisition-related costs in respect of valuations and lawyer’s fees of R100 000 paid by
Batman Ltd are included in the cash consideration paid.
6. Robin Ltd has a licensed customer list on 1 January 20.11. The agreements relating to the
customer list do not prohibit the selling or leasing of the list. The useful life of the customer list
on 1 January 20.11 is four years and the fair value is R175 794. Robin Ltd has not recognised
an asset in this regard.
7. The abridged statement of profit or loss and other comprehensive income of Batman Ltd and
Robin Ltd for the year ended 31 December 20.11 is as follows (before taking the above
information into account):
Additional information
• It is the group’s policy to measure investment property using the fair value model as per
IAS 40, Investment Property.
• Intangible assets are accounted for using the cost model as per IAS 38, Intangible Assets.
• Batman Ltd elected to measure non-controlling interests in Robin Ltd at fair value.
• Investments in subsidiaries are accounted for at cost in terms of IAS 27.10(a).
• The company tax rate is 27% and the capital gains tax inclusion (CGT) rate is 80%.
Ignore value added tax (VAT) and dividend tax.
• A market-related discount rate (before tax) is 10%, compounded annually.
• The acquisition of Robin Ltd also met the definition of the acquisition of a business in terms of
IFRS 3 Business Combinations.
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REQUIRED
Marks
(a) Prepare the journal entries in the separate records of Batman Ltd for the year ended 11
31 December 20.11, relating to the information in the question. Journal entries
relating to deferred taxation are also required.
(b) Prepare the pro forma journal entries for the Batman Ltd Group for the year ended 35
31 December 20.11. Journal entries relating to deferred taxation are also required.
Please note:
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COMMENT
Acquisition cost
This cost is incurred by the acquirer to affect a business combination. The
acquisition cost should not be included when measuring the consideration transferred.
Instead, it should be expensed by the acquirer when incurred (IFRS 3.53).
31 December 20.11
J2 Fair value adjustment (P/L) (90 000 - 65 000) 25 000 (1)
Contingent consideration (SFP) 25 000 (1)
Fair value adjustment on contingent consideration payable
COMMENT
As part of the acquisition of the subsidiary, a contingent consideration is due if the share
price of the subsidiary, Robin Ltd, increases by more than 20% at 30 June 20.13. In
terms of IFRS 3.39, this contingent consideration is recognised at the acquisition date
fair value of R65 000. Subsequently, the contingent consideration is measured at fair
value and the liability has to be remeasured to its fair value at year end, that is,
R90 000.
Dr Cr
R R
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COMMENT
The carrying amount and the tax base of the liability are equal since the interest on the
liability is deductible for tax purposes. There are therefore no deferred tax
implications in journals 2 and 3 above. Journal 4 is dividends and therefore no
deferred tax implications as well.
No journals are necessary in the records of Robin Ltd since the transaction by Batman
Ltd to acquire the shareholding involves the previous shareholders of Robin Ltd. The
transaction therefore does not have an impact on the issued share capital of Robin Ltd.
COMMENT
Batman Ltd recognises and measures all identifiable assets acquired and the liabilities
assumed in the business combination at their acquisition-date fair values.
Take note of the group’s policy in respect of the measurement of NCI. In this case, it is
mentioned in the information that NCI is measured at fair value, and it is given as
R820 000 at the acquisition date.
The contingent liability in respect of the legal claim is recognised as a liability assumed
in a business combination since it is a present obligation resulting from past events
and its fair value can be measured reliably (IFRS 3.23).
COMMENT
Also take note that the indemnification asset (debtor) may only be recognised if the
indemnification item (in this case. the contingent liability) was recognised on
acquisition date (IFRS 3.27). The indemnification asset should be measured on the
same basis as the indemnification item (fair value in this case).
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Dr Cr
R R
31 December 20.11
J2 Depreciation (P/L) (300 000x ¼) 75 000 (1)
Accumulated depreciation (SFP) 75 000 (1)
Provision for depreciation on machinery revalued
J3 Deferred tax (SFP) (75 000 x 27%) 20 250 (1)
Income tax expense (P/L) 20 250 (1)
Taxation on depreciation adjustment
COMMENT
At acquisition, the fair value of the machinery was R300 000 higher than the carrying
amount in the separate records of Robin Ltd. Robin Ltd recognised depreciation in its
separate financial statements on the cost price of the machinery (in terms of its
accounting policy). At consolidation, however, the value of the machinery is R300 000
higher, resulting in an additional depreciation charge that is calculated over the
remaining useful life (four years) of the machinery.
COMMENT
Robin Ltd raised a provision of R550 000 relating to the legal claim in its own
accounting records at 31 December 20.11. A contingent liability was also recognised
as a liability (in respect of the legal claim) in the consolidated financial statements at
the acquisition date (R450 000). This contingent liability and the indemnification asset
previously recognised in the group’s financial statements (J1) on the acquisition date
must now be reversed in order to avoid “double accounting” for this liability.
COMMENT
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Dr Cr
R R
COMMENT
Land is carried at cost in the separate records of Robin Ltd. However, it is the group’s
policy to account for investment property (which includes land) in accordance with the
fair value model as per IAS 40. We therefore have to account for the fair value movement
in the value of land at year end. In this case, we use the CGT inclusion rate of 80% since
the fair value adjustment is higher than the original cost price.
COMMENT
At consolidation, we add 100% of the line items of the statement of profit or loss and
other comprehensive income of the subsidiary to the statement of profit or loss and other
comprehensive income of the parent to calculate the consolidated figures.
However, we are only entitled to 60% of the line items of the statement of profit or loss
and other comprehensive income of the subsidiary. We therefore allocate the 40% share
of the non-controlling interest via one line item, namely, non-controlling interest (P/L).
J10 Other income – dividends received (P/L) (150 000 x 60%) 90 000 (1)
Non-controlling interests (SFP/SCE) (150 000 x 40%) 60 000 (1)
Dividends paid (SCE) (given) 150 000 (1)
Total (37)
Maximum (35)
Communication skills: presentation and layout (1)
COMMENT
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CALCULATIONS
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COMMENT
A deferred tax liability is recognised on the customer list (intangible asset) since the
carrying amount of the customer list exceeds its tax base (the tax base of the customer
list is nil since no amounts in respect of this asset will be deductible for tax purposes in
the future against any taxable economic benefits) (IAS 12.7).
Deferred tax is not recognised on the indemnification asset since the carrying
amount and the tax base of the indemnification asset are equal (the economic benefits
from the indemnification asset will not be taxable in the future) (IAS 12.7).
NCI for the year = R822 367 x 40% = R328 947 [½]
[4½]
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Batman Ltd
60% NCI
Total At Since
At acquisition
Share capital 750 000
Retained earnings 1 100 000
Equity (contingent liability) (450 000)
Equity (machinery) 300 000
Deferred tax (81 000)
Equity (land) 100 000
Deferred tax (21 600)
Equity (indemnification asset) 180 000
Intangible asset (customer list) 175 794
Deferred tax (47 464)
2 005 730 1 203 438 802 292
Gain on bargain purchase (4 730) (22 438) 17 708
Consideration and NCI 2 001 000 1 181 000 820 000
Since acquisition
Current year
Comprehensive income for the year 600 000
Depreciation on machinery (75 000)
Income tax on depreciation 20 250
Legal expense 270 000
Amortisation (43 949)
Income tax on amortisation 11 866
Fair value adjustment on land 50 000
Income tax on fair value adjustment (10 800)
Total current year profit 822 367 493 420 328 947
EXAMINATION TECHNIQUE
It was not necessary to make use of an owner’s equity analysis in this question.
Nonetheless, an owner’s equity analysis (AOE) is provided for those students who use
the analysis method.
Keep in mind that any calculation is marked if it is referenced and used in an answer. If
the AOE is used then ensure that the specific amount on the AOE is referenced where
it is used, and not the entire AOE calculation.
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IAS 28 outlines how to account for investments in associates and joint ventures by
means of the equity method. The accounting treatment of the investments in associates
and joint ventures in the separate financial statements of an investor is prescribed in IAS
27. The method to follow in determining whether a joint arrangement must be classified
as a joint venture is discussed in IFRS 11 and will be covered in learning unit 5.
OBJECTIVES/OUTCOMES
4. apply the equity method in accounting for investments in associates and joint
ventures in the consolidated or group financial statements of the investor; and
You must study the following sources before you attempt the questions in this learning
unit:
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EXAMPLE
On 1 January 20.17, I Ltd acquired a 30% interest in A Ltd for R200 000 and exercised significant
influence over the financial and operating policy decisions of A Ltd from that date.
A Ltd recorded profit after tax of R500 000 and other comprehensive income after tax (revaluation
surplus) of R100 000 for the year ended 31 December 20.17.
Equity Equity
Share capital (50) Share capital (50)
Retained earnings (120) (150) Retained earnings (270)
Revaluation surplus (30) (30) Revaluation surplus (60)
Liabilities Liabilities
Long-term loan (100) Long-term loan (100)
Note 1 Note 2
Notes
1. When an investor prepares separate financial statements, it must account for investments in
associates at cost (IAS 27.10).
2. A pro forma journal must be prepared in order to equity account for an investment in an
associate in the group financial statements. I Ltd’s share of A Ltd’s profits and other
comprehensive income for the current and prior years must be recognised in the group
financial statements. The pro forma journal will be as follows:
Dr Cr
R’000 R’000
Investment in A Ltd (SFP) 180
Share of profit of associate (P/L) (500 000 x 30%) 150
Share of other comprehensive income of associate (OCI)
(100 000 x 30%) 30
Equity accounting of investment in associate for the current year
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Divine Ltd is a listed company on JSE Limited that specialises in catering at corporate functions. On
1 April 20.12, Divine Ltd acquired 30% of the shares of Snacks Ltd, a wholesaler of cocktail snacks,
for a consideration of R520 000. From this date, Divine Ltd has exercised significant influence over
the financial and operating policy decisions of Snacks Ltd.
The following balances were extracted from the trial balances of Divine Ltd and Snacks Ltd as at
30 June 20.12:
The following information relates to the investment held in Snacks Ltd in the records of Divine Ltd:
30/06/20.12
Fair value
R
Investment in Snacks Ltd 537 900
Additional information
1. Divine Ltd and Snacks Ltd both have a 30 June year end.
2. Snacks Ltd was acquired by Divine Ltd when the share capital of 80 000 ordinary shares
amounted to R130 000, the retained earnings amounted to R1 418 600 and the revaluation
surplus amounted to R190 200. At the date of acquisition, the assets and the liabilities of
Snacks Ltd were deemed to be fairly valued, with the exception of the following:
Carrying
value Fair value
R R
Inventory 32 000 35 500
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The inventory identified was still on hand at 30 June 20.12 and the net realisable value of the
inventory was deemed to be higher than the fair value. No additional assets or liabilities were
identified at the date of acquisition.
3. It is the policy of Divine Ltd to account for equity investments in accordance with IAS 27.10(a)
in its separate financial statements.
4. Divine Ltd does not own any other investments in other companies.
5. During June 20.11 Snacks Ltd sold inventory with a sale price of R7 000 to Divine Ltd.
Snacks Ltd made a profit of 30% on the cost price. Divine Ltd used the inventory for a catering
function two months after purchasing it.
6. During May 20.12 Snacks Ltd sold inventory to Divine Ltd for R18 000. Snacks Ltd made a
gross profit of 15% on the sale. At year end, 40% of the inventory was still on hand.
7. Snacks Ltd declared a dividend of R20 000 on 3 May 20.12. The dividend has not been paid
by 30 June 20.12.
8. Assume an income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore dividends tax and value added tax (VAT.
9. The net profit after tax did not accrue evenly throughout the year for both of the companies.
REQUIRED
Marks
(a) Prepare the pro forma journal entries of Divine Ltd Group for the year ended 19
30 June 20.12. Journal entries relating to deferred taxation are also required.
(b) Prepare the statement of profit or loss and other comprehensive income of the 5
Divine Ltd Group for the year ended 30 June 20.12. The Divine Ltd Group elected
to present expenses by function and to present other comprehensive income net of
tax in the statement of profit or loss and other comprehensive income.
Please note:
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J1 Investment in Snacks Ltd (SFP) [C1] 2 407 (5)
Share of profit of associate (P/L) 2 407 (1)
Recognition of excess upon acquisition of associate
J2 Investment in Snacks Ltd (SFP) (7 710 + 1 440) 9 150 (1)
Share of profit of associate (P/L) (25 700 [C2] x 30%) 7 710 (5)
Share of other comprehensive income of associate
(OCI) ((195 000 – 190 200) x 30%) 1 440 (2)
Recognition of share of profit and other comprehensive income
of associate for the year
J3 Share of profit of associate (P/L)
((18 000 x 40% x 15%) x 30%) 324 (2)
Inventory (SFP) 324 (1)
Elimination of unrealised profit in closing inventories
J4 Deferred tax (SFP) (324 x 27%) 87 (1)
Share of profit of associate (P/L) 87 (1)
Deferred tax on unrealised profit in closing inventories
J5 Other income (P/L) (20 000 x 30%) 6 000 (1)
Investment in Snacks Ltd (SFP) 6 000 (1)
Elimination of dividends received
Total (21)
Maximum (19)
Communication skills: presentation and layout (1)
COMMENT
The difference between the cost of the investment (R520 000) and Divine Ltd’s share
of the net fair value of Snacks Ltd’s identifiable assets and liabilities (R522 407) [C1]
is accounted for as an excess of R2 407 (IAS 28.32(b)). If Divine Ltd paid more than
its share of the fair value of the identifiable assets and liabilities (R522 396), the
difference would be treated as goodwill and no adjustment would be required against
the cost of the investment since the goodwill would form part of the carrying amount
of the investment (IAS 28.32(a)).
Refer to section 11.4 in Group Statements, Volume 2, for further explanations in this
regard. Note that the textbook refers to the calculated excess as a “gain on a bargain
purchase”, which represents a different naming of the same concept. There is no
difference between an “excess” and a “gain on a bargain purchase”. Since IAS
28.32(b) refers to an “excess”, this term is used in all tutorial letters.
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COMMENT
Only the unrealised profit included in inventory on hand at year end is eliminated in
the pro forma journal entries (J4 and J5). The total sales of R18 000 in May 20.12
affecting revenue and cost of sales of the associate is not eliminated since the
separate line items of revenue and cost of sales of the associate were not disclosed
in the group financial statements, but the investor’s share of profit after tax is included
in the share of profit from associates/joint ventures (P/L) line item. Information on
associates/joint ventures is disclosed in three line items in the group financial
statements, as follows:
The unrealised profit on the transaction between Snacks Ltd and Divine Ltd in
June 20.11 does not need to be eliminated since this transaction occurred before
Snacks Ltd was an associate of Divine Ltd. Snacks Ltd only became an associate of
Divine Ltd on 1 April 20.12.
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COMMENT
Note that no breakdown of the profit attributable to the shareholders of the parent and
the non-controlling interest is provided since there is no investment in a subsidiary and
therefore no non-controlling interest. This is also why the statement is not named the
“consolidated statement of profit or loss and other comprehensive income”.
The starting point for the group financial statements is the trial balance of the parent
(Divine Ltd). Snacks Ltd’s trial balance is not added line by line to that of Divine Ltd
but is equity accounted. Equity accounting is applied to ensure that the investment in
the associate is carried at cost plus the investor’s share of profit or loss and other
comprehensive income of the associate less any distributions received (refer to J6).
Therefore, in the statement of profit or loss and other comprehensive income, the only
line items relating to the associate that should be included are the share of profit or
loss of the associate and the share of other comprehensive income of the associate.
CALCULATIONS
Divine Ltd
30%
Total At Since
At acquisition
Share capital 130 000
Retained earnings (1 418 600 + ((35 500 –
32 000) x (100% – 27%)) (inventory fair value
adjustment)] 1 421 155
Revaluation surplus 190 200
1 741 355 522 407 [4]
Excess (2 407)
Consideration transferred (given) 520 000 [1]
Current year
Profit for the year [C2] 25 700 7 710
Revaluation surplus (195 000 – 190 200) 4 800 1 440
Dividend (given) (20 000) (6 000)
1 751 855 3 150
[5]
Profit for the year (792 985 + 31 500 – 594 739 – 98 040 – 35 561) 96 145 [3]
Profit for nine months before acquisition (1 418 600 – 1 348 155) (70 445) [2]
Profit for three months after acquisition 25 700
[5]
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EXAMINATION TECHNIQUE
Take note of the following guidelines regarding general mistakes that are made in the
application of IAS 28:
• Unrealised profit on inventory must only be eliminated to the extent of the interest
held, for example, 30% and must not be eliminated at 100% as would be the case
for a subsidiary.
• You should provide journal narrations in order to obtain the relevant presentation
mark, unless the question specifically states that journal narrations are not
required.
DISCLOSURE
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IFRS 12 deals with the disclosures required to enable users of financial statements to
evaluate an entity’s interest in other entities.
OBJECTIVES/OUTCOMES
2.1 the interest that non-controlling interests have in a group’s activities and cash
flows;
2.2 the nature and extent of significant restrictions;
2.3 the nature of the risks associated with an entity’s interests in consolidated
structured entities;
2.4 the consequences of changes in a parent’s ownership interest in a subsidiary
that do not result in a loss of control; and
2.5 the consequences of losing control of a subsidiary during the reporting
period;
3.1 the nature, extent and financial effects of an entity’s interests in joint
arrangements and associates; and
3.2 the risks associated with an entity’s interests in joint ventures and
associates; and
You must study the following source before you attempt the questions in this learning
unit:
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Energise Ltd was formed in Johannesburg in 20.1 and its purpose is to sell pre-paid electricity, both
locally and internationally. Energise Ltd has acquired many interests in foreign entities and
concluded many contractual arrangements with foreign entities due to the increasing demand for
pre-paid electricity in foreign countries.
Energise Ltd has a financial year end of 31 March. The following information is available relating to
Energise Ltd’s foreign interest:
Power LLC
On 1 April 20.4, Energise Ltd formed Power LLC, a company that is located and operated in Iran.
Energise Ltd did not acquire any of the share capital of Power LLC. A contractual arrangement was
entered into between Energise Ltd and the shareholders of Power LLC, stating that voting rights
relate to administrative tasks only and the relevant activities are directed by means of the contractual
arrangement.
Power LLC was formed in order to construct power plants in Iran. All the electricity generated will be
sold to Energise Ltd, which will sell and distribute it throughout Iran. The construction of power plants
is expected to continue until 20.24.
As a result of ongoing sanctions against Iran, Power LLC has been having trouble acquiring parts
required for the construction of power plants that have to be imported. Consequently, there has been
a delay in the construction of several power plants. Since Power LLC cannot sell the unfinished
power plants to Energise Ltd but is still incurring operating expenses, Power LLC has almost
depleted its funds.
The initial contractual arrangement between Energise Ltd and Power LLC did not make any
provision for financial support since it was not deemed necessary at that stage. However,
Energise Ltd has noted that Power LLC requires drastic intervention. Energise Ltd provided a loan
amounting to R1,2 billion to Power LLC on 1 January 20.12. A portion of the loan, which amounts to
R500 million, is secured by the power plants. The remainder of the loan is unsecured. No
repayments have yet been arranged. The entire loan carries interest at 10% per annum.
Energise Ltd did not consolidate Power LLC in its consolidated financial statements for the year
ended 31 March 20.12. There are currently no indications that the sanctions against Iran will be
lifted.
You may assume that the terms of the contractual agreement do not meet the criteria for control in
accordance with IFRS 10, joint control in accordance with IFRS 11 or significant influence in
accordance with IAS 28.
REQUIRED
Marks
Prepare the unconsolidated structured entity note to the consolidated financial 10
statements of the Energise Ltd Group for the year ended 31 March 20.12.
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IFRS 12. As a result of ongoing sanctions against Iran, Power LLC has been
B26(f) having trouble acquiring parts required for the construction of power
plants that have to be imported. Consequently, there has been a delay
in the construction of several power plants and Power LLC's funds have
almost been depleted. (1)
IFRS 12.30 Energise Ltd granted a loan of R1,2 billion to Power LLC as a result of
the delay. The loan provided to Power LLC has no fixed repayment
terms and carries interest at 10% per annum. The capital portion of the
loan was secured by Power LLC’s power plants to the value of (2)
R500 million.
IFRS 12. Energise Ltd earned interest income (included in other income) from its
B26(c) involvement with Power LLC during the financial year. (1)
The following table contains a summary of the carrying values recognised in the
statement of financial position and maximum exposure to loss from Energise Ltd’s
involvement with the structured entity at 31 March 20.12:
EXAMINATION TECHNIQUE
You do not have to show the references to the standard in your suggested solution. It is
provided in the solution for your benefit.
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QUESTION 1 40 marks
MedTec Ltd is a South African company in the medical technology industry that is listed on
JSE Limited. MedTec Ltd recently started to expand in order to gain access to more patents and
research in the medical industry.
MedTec Ltd acquired 70% of the ordinary share capital of Eyecon Ltd on 30 June 20.15 for a cash
consideration of R885 000. Eyecon Ltd’s retained earnings amounted to R1 085 000 on the date of
acquisition. The acquisition of Eyecon Ltd also met the definition of the acquisition of a business in
terms of IFRS 3, Business Combinations. The fair value of the non-controlling interest on that date
amounted to R365 000. Eyecon Ltd’s assets and liabilities were deemed to be fairly valued on the
acquisition date, and no additional assets, liabilities or contingent liabilities were identified.
MedTec Ltd also acquired 65% of the ordinary share capital of SmartLife Ltd on 30 April 20.16 for a
cash consideration of R1 150 000. The fair value of the non-controlling interest on that date
amounted to R630 000. A gain on a bargain purchase arose with this acquisition.
SmartLife Ltd’s assets and liabilities were deemed to be fairly valued on 30 April 20.16, with the
exception of the following:
• Land with a cost price of R1 600 000 was deemed to have a fair value of R1 850 000.
• Equipment was revalued at R134 000 more than the carrying amount. The remaining useful
life of the equipment remained unchanged at three years at that date. The equipment is used
in the production of income.
MedTec Ltd exercised control, as per the definition of control in accordance with IFRS 10,
Consolidated Financial Statements, over Eyecon Ltd and SmartLife Ltd from 30 June 20.15 and
30 April 20.16, respectively. All the companies in the group have a February year end.
The following intragroup transactions took place within the group during the year ended
28 February 20.17:
• From 30 June 20.15, Eyecon Ltd has been selling inventory to MedTec Ltd at cost price plus
20%. Included in the closing inventory of MedTec Ltd on 28 February 20.17 was inventory
amounting to R132 500 (20.16: R87 400) that was purchased from Eyecon Ltd.
• During the 20.17 financial year, sales from Eyecon Ltd to MedTec Ltd amounted to R335 200.
• On 1 August 20.16, Eyecon Ltd lent R300 000 to SmartLife Ltd. The loan is repayable in three
annual instalments, which will commence on 31 July 20.17. The loan bears interest at 9,3%,
compounded annually.
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• MedTec Ltd sold office furniture to SmartLife Ltd for R14 000 on 1 November 20.16. The
original cost price of the furniture was R15 700. The furniture was originally purchased on
1 September 20.15 and had a useful life of five years on that date.
The separate trial balances of the various companies as at 28 February 20.17 are as follows:
Additional information
1. It is the group’s accounting policy to account for property, plant and equipment according to
the cost model in accordance with IAS 16, Property, Plant and Equipment.
2. The MedTec Ltd Group provides depreciation on property, plant and equipment items on the
straight-line method over the remaining useful life of the assets.
3. SmartLife Ltd’s income and expenses accrued evenly throughout the financial year.
4. It is the accounting policy of MedTec Ltd to account for investments in subsidiaries at cost in
accordance with IAS 27.10(a) in its separate financial statements.
5. MedTec Ltd elected to measure non-controlling interests at fair value at the acquisition date in
respect of all acquisitions.
6. Assume a normal income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore value added tax (VAT) and dividend tax.
7. There were no changes in the issued ordinary share capital of any of the companies in the
group.
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REQUIRED
Marks
Prepare the consolidated statement of profit or loss and other comprehensive income of 39
the MedTec Ltd Group for the year ended 28 February 20.17. Income and expenses
should be presented in terms of their function.
Please note:
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COMMENT
• Ensure that you transfer all calculated amounts to the face of the consolidated
statement of P/L and OCI to earn maximum marks.
• Cross-reference all calculations.
• The profit for the year and total comprehensive income for the year will be allocated
between NCI and the parent in accordance with IAS 1.81 at the end of the
consolidated statement of profit or loss and other comprehensive income.
• You can find the format of the consolidated statement of P/L and OCI in your IFRSs
(Part B1, IAD 1 IG).
• When you are required to prepare the statement of P/L and OCI, write down the
format from the standard, and as you do your calculations, immediately transfer the
amounts to the face of the statement of P/L and OCI to earn marks for your
calculations.
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CALCULATIONS
C1. Revenue
COMMENT
In the past, very few students proportioned the income and expense items of SmartLife
Ltd for the 10 months while it was a subsidiary.
COMMENT
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COMMENT
• Eyecon Ltd sold inventory to MedTec Ltd, which constitutes an intragroup sale from
the subsidiary to the parent.
• The unrealised profit is therefore with the subsidiary and the subsidiary’s profit will
be affected by the elimination of the unrealised profit. You have to take this into
account when you calculate the subsidiary’s profit and the share of NCI in that profit.
• If you are still uncertain about the effect that intragroup transactions have on certain
line items, refer to Group Statements, Volume 1, chapter 5.
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Eyecon Ltd
Revenue 2 420 000
Other income 104 800
Cost of sales (1 300 000)
Other expenses (72 600)
Finance costs -
Income tax expense (39 400)
Profit for the year 1 112 800 [2]
After-tax effect of realisation of intragroup profit of 20.16 [C3] 10 634 [1]
After-tax effect of elimination of intragroup profit [C4] (16 121) [1]
1 107 313
SmartLife Ltd
Revenue 1 700 300
Other income 46 100
Cost of sales (900 500)
Other expenses (24 900)
Finance costs (27 400)
Income tax expense (15 400)
Profit for full year 778 200 [2]
Profit for 10 months (778 200 x 10/12) 648 500 [1]
After-tax effect of additional depreciation [C5] (27 172) [1]
621 328
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C13. Eyecon Ltd – goodwill/gain on bargain purchase (IFRS 3.32) (for completeness)
Since acquisition
Beginning of the year
Retained earnings (2 172 000 –
1 085 000 – 10 634[C3]) 1 076 366 753 456 322 910
Current year
Profit for the year [C11] 1 107 313 775 119 332 194
3 433 679 1 528 575 1 020 104
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Current year
Profit for the year [C11] 621 328 403 863 217 465
2 401 328 403 863 847 465
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QUESTION 2 40 marks
Read Ltd was incorporated in 19.2 in Bloemfontein and is one of the oldest bookstores in the area.
Since its incorporation, the company has undergone many changes and expansions. It has also
acquired two investments that will ensure that the business continues to grow.
Read Ltd purchased 36 000 shares in Bookz Ltd, a company that exclusively sells children’s books,
for an amount of R440 000 on 1 January 20.9. As of this date, Read Ltd exercised significant
influence over the financial and operating policy decisions of Bookz Ltd. The assets and the liabilities
of Bookz Ltd were fairly valued on this date, with the exception of trade and other receivables, which
were overvalued by R10 000. Bookz Ltd recovered the carrying amount of the trade and other
receivables in February 20.9.
Read Ltd wanted to expand its business further and on 1 December 20.10 it entered into a joint
operation to create Textz on the same date. Textz is not a separate legal entity. Textz is a supplier
of school and university textbooks, an industry that has expanded significantly over the past two
decades. Read Ltd is entitled to 45% of all Textz’s assets and liabilities, as well as revenues and
expenses, through a contractual arrangement.
The following balances are extracted from the trial balance of Bookz Ltd at various dates:
01/01/20.9 01/12/20.10
R R
Share capital 200 000 200 000
Retained earnings 1 060 000 1 480 000
Revaluation surplus 210 000 245 000
1 470 000 1 925 000
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The following are the separate trial balances as at 30 November 20.11, without the inclusion of Textz
in the separate trial balance of Read Ltd:
Additional information
2. It is the accounting policy of Read Ltd to account for investments in associates at cost in
accordance with IAS 27.10(a) in its separate financial statements.
3. On 31 December 20.10 Textz sold office equipment to Read Ltd for an amount of R63 000.
Textz originally purchased this office equipment for an amount of R60 000 on the date when
the joint operation was established. At that date, Textz assessed the useful life of the office
equipment at six years. The accounting policy of both Textz and Read Ltd is to depreciate
office equipment over its remaining useful life on the straight-line method.
4. Bookz Ltd purchased inventory from Read Ltd from its date of acquisition. Read Ltd sold the
inventory at a profit margin of 25% on cost. Total sales amounted to R400 000 in the 20.10
financial year and R620 000 in the 20.11 financial year.
Inventory purchased from Read Ltd still on hand at year end was as follows:
6. Read Ltd has the right to demand repayment of the loans to Bookz Ltd and Textz at any time.
The loans are provided interest free.
7. Assume an income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
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REQUIRED
Marks
(a) Prepare the pro forma journal entries to account for the investment in Bookz Ltd in 25
the financial statements of the Read Ltd Group for the year ended
30 November 20.11. Journal entries relating to deferred taxation are also required.
(b) Present the asset section on the face of the statement of financial position of the 13
Read Ltd Group as at 30 November 20.11.
Please note:
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Dr Cr
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J1 Investment in associate (SFP) (128 160 + 10 500) 138 690 (1)
Retained earnings (SCE) [C3] 128 190 (2)
Revaluation surplus (SCE) [C3] 10 500 (1)
Recognition of equity since acquisition until beginning
of year
J2 Retained earnings – beginning of year (SCE)
(balancing) 3 942 (1)
Deferred tax (SFP) (5 400 x 27%) 1 458 (1)
Investment in associate (SFP)
(90 000 x 25/125 x 30%) 5 400 (2)
Reversal of prior year unrealised profit in closing
inventory
J3 Cost of sales (P/L) (90 000 x 100/125 x 30%) 21 600 (2)
Investment in associate (SFP) (90 000 x 25/125 x 30%) 5 400 (2)
Revenue (P/L) (90 000 x 30%) 27 000 (1)
Reversal of unrealised profit in opening inventories
upon sale
J4 Income tax expense (P/L) (5 400 x 27%) 1 458 (1)
Deferred tax (SFP) 1 458 (1)
Reversal of deferred tax on unrealised profit in
opening inventories upon sale
J5 Revenue (P/L) (130 000 x 30%) 39 000 (1)
Cost of sales (P/L) (130 000 x 100/125 x 30%) 31 200 (1)
Investment in associate (SFP)
(130 000 x 25/125 x 30%) 7 800 (1)
Reversal of current year unrealised profit in closing
inventory
J6 Deferred tax (SFP) (7 800 x 27%) 2 106 (1)
Income tax expense (P/L) 2 106 (1)
Recognition of deferred tax on unrealised profit in
closing inventory
J7 Investment in associate (SFP) (54 000 + 13 500) 67 500 (1)
Share of profit of associate (P/L) [C3] 54 000 (2)
Share of other comprehensive income of associate
(OCI) [C3] 13 500 (1)
Recognition of share of profit and other
comprehensive income of associate
J8 Other income (P/L) [C3] 9 000 (1)
Investment in associate (SFP) 9 000 (1)
Reversal of intragroup dividend received
Total (26)
Maximum (25)
Communication skills: presentation and layout (1)
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COMMENT
• Take note that intragroup items such as the sale amounts between Read Ltd and
Bookz Ltd or the intragroup loans are not to be eliminated. The equity method does
not consolidate assets, liabilities, income or expenses of an associate, and
intragroup items that do not have an unrealised profit element are not eliminated.
Refer to IAS 28.28 and the comment box below question 4.2 in this regard.
• Unrealised profit on inventory entries should not be eliminated at 100% but at 30%.
20.11
R
ASSETS
Non-current assets
Property, plant and equipment
[2 952 000 + (257 000 x 45%) – 1 725 [C1] + 267 [C1]] 3 066 192 (5)
Investment in associate [C2] 629 390 (5)
3 695 582
Current assets
Inventory [467 000 + (99 000 x 45%)] 511 550 (1)
Trade and other receivables [594 000 + (102 000 x 45%)] 639 900 (1)
Cash and cash equivalents (given) 579 500 (1)
Loan to Bookz Ltd (given) 12 500 (1)
Loan to Textz [45 000 – (45 000 x 45%)] 24 750 (2)
1 768 200
Total assets 5 463 782
Total (16)
Maximum (13)
Communication skills: presentation and layout (1)
CALCULATIONS
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COMMENT
Take note that calculation C2 does not include J4 and J5 since the net effect on the
investment in associate of these two journals is zero.
You can also add the consideration paid of R440 000 to the total movement in the
investment balance of R189 390 calculated in the analysis of the owner’s equity of
Bookz Ltd [C3] to determine the same carrying amount of the investment in associate
of R629 390 that was calculated in C2.
C3. Analysis of the owner’s equity of Bookz Ltd – ordinary share capital
Read Ltd
30%
Total At Since
At acquisition
Share capital 200 000
Retained earnings [1 060 000 – (10 000 x 73%)] 1 052 700
Revaluation surplus 210 000
1 462 700 438 810
Goodwill 1 190
Consideration transferred 440 000
Since acquisition
Retained earnings (1 480 000 – 1 060 000 +
(10 000 x 73%)) 427 300 128 190 [2]
Revaluation surplus (245 000 – 210 000) 35 000 10 500 [1]
Current year
Profit for the year
(1 630 000 – 1 480 000 + 30 000 (dividend)) 180 000 54 000 [2]
Share of other comprehensive income
(290 000 (given) – 245 000 (given)) 45 000 13 500 [1]
Dividend (30 000) (9 000) [1]
2 120 000 197 190
EXAMINATION TECHNIQUE
• There is no column for non-controlling interests in the above analysis because the
investment is an associate, not a subsidiary. Moreover, it would be a waste of time
to complete the other owner’s column of 70% since it would not be used.
• Take care not to waste valuable time by preparing the full statement of financial
position or to include notes to the financial statements since that does not form part
of what is required.
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QUESTION 3 40 marks
PART I 30 marks
Sam Baloyi incorporated Ncwaba Ltd (Ncwaba) in 20.01 during his CTA studies. The purpose of the
company was to formalise Sam’s car wash business, which had grown sufficiently to allow him to
focus on his studies full time. Since then, Sam has used his business acumen and the skills and
knowledge he acquired to establish a national chain of franchise car wash operations.
Recently, Ncwaba invested in two companies, namely, Hlamba Ltd (Hlamba) and Isevisi Ltd (Isevisi).
In line with its future expectations and at the request of finance providers, Ncwaba has adopted
International Financial Reporting Standards as its financial reporting framework.
Investment in Hlamba
Ncwaba acquired an 80% interest in Hlamba on 1 March 20.17 and exercised control over Hlamba,
as per the definition of control in accordance with IFRS 10, Consolidated Financial Statements, from
that date. The acquisition of Hlamba also met the definition of the acquisition of a business in terms
of IFRS 3, Business Combinations. Hlamba’s issued ordinary share capital and retained earnings
amounted to R100 000 (100 000 shares) and R350 000, respectively, on the date of acquisition.
The purchase consideration paid for the acquisition was as follows:
All the assets and liabilities of Hlamba were deemed to be fairly valued on 1 March 20.17, with the
exception of the following:
• The equipment of Hlamba had a fair value of R250 000 and a carrying amount of R175 000.
The remaining useful life of the equipment on 1 March 20.17 was five years.
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Investment in Isevisi
The investment in Isevisi was acquired on 1 September 20.17 when Ncwaba obtained 40% of the
share capital and voting rights of Isevisi. Ncwaba exercised significant influence over the financial
and operating policy decisions of Isevisi from that date. The issued ordinary shares of Isevisi
consisted of 100 000 shares, and the share capital and the retained earnings amounted to R100 000
and R400 000, respectively, at that date. The purchase consideration for the acquisition consisted
of a cash amount of R150 000 that was paid to the selling shareholders on 1 September 20.17. In
addition to the cash amount, Ncwaba paid lawyer’s fees of R10 000 and other acquisition-related
costs of R5 000 directly to the respective service providers.
All the assets and liabilities of Isevisi were considered to be fairly valued at the acquisition date.
Intragroup transactions
The following intragroup transactions took place within the group in the year ended
28 February 20.18:
• Ncwaba has been selling inventory to Hlamba at cost price plus 20% from 1 March 20.17.
In the 20.18 financial year, sales from Ncwaba to Hlamba amounted to R100 000. Included in
the closing inventory of Hlamba on 28 February 20.18 was inventory amounting to R33 000
that was purchased from Ncwaba.
• Ncwaba sold car wash equipment to Isevisi for R25 000 on 1 December 20.17. The carrying
amount in the records of Ncwaba was R20 000 at that date. The equipment was originally
purchased on 1 December 20.15 and had a useful life of six years on that date (the useful life
did not change after the sale).
No dividends were declared or paid by any of the companies in the group in the current financial
year.
Financial information
The following is an extract of the financial information of the companies in the group for the year
ended 28 February 20.18:
R
Profit after tax for the period 1 March 20.17 to 28 February 20.18
- Ncwaba 350 000
- Hlamba 250 000
- Isevisi 225 000
Additional information
• Equipment is accounted for according to the cost model in accordance with IAS 16,
Property, Plant and Equipment.
• Depreciation on equipment is provided on the straight-line method over the remaining
useful life of the asset.
2. It is the accounting policy of Ncwaba to account for investments in associates and subsidiaries
at cost in accordance with IAS 27.10(a) in its separate financial statements.
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3. The Ncwaba Group’s income and expenses accrued evenly throughout the financial year.
4. Assume a normal income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore value added tax (VAT) and dividend tax.
5. Non-controlling interests are measured at the proportionate share of the acquiree’s identifiable
net assets at the acquisition date.
6. There were no changes in the issued ordinary share capital of any of the companies in the
group.
8. All the companies in the Ncwaba Group have a 28 February year end.
PART II 10 marks
Beyond Ltd (Beyond) is a small retail company that was started by three enterprising, recently
qualified students. The company’s business processes are expertly managed and therefore show
great potential for scalability. The company’s relevant activities are the selling and buying of items
and services.
Beyond’s share capital consists of 100 000 issued ordinary shares. Each share gives the
shareholder one voting right. 55 000 of the ordinary shares were purchased by
Alternative Investments Ltd (Alternative) on 1 December 20.17. CashCow Ltd (CashCow) holds the
remainder of the shares.
Alternative and CashCow are both listed on the JSE Limited in the retail sector. Both companies
intend to increase their market capitalisation and are in the process of acquiring a number of
companies that will help increase profits, which will increase their share prices and therefore
increase their market capitalisation.
Alternative and CashCow signed a shareholders’ agreement to formalise their working relationship.
It was determined that CashCow has the right to veto any decisions about transactions that will not
benefit CashCow’s business in general and CashCow has the right to appoint service providers and
to terminate their services.
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REQUIRED
Marks
PART I
Provide the pro forma consolidation journal entries of the Ncwaba Ltd Group for the year 29
ended 28 February 20.18. Journal entries relating to deferred taxation are also required.
PART II
Discuss, with reasons, whether CashCow Ltd should consolidate Beyond Ltd in its 9
consolidated financial statements for the year ended 28 February 20.18.
Please note:
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PART I
Dr Cr
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Hlamba Ltd
J1 Share capital (SCE) (given) 100 000 (1)
Retained earnings (SCE) (given) 350 000 (1)
Equipment (SFP) (250 000 – 175 000) 75 000 (1)
Goodwill (SFP) (balancing) 59 650 (1)
Deferred tax (SFP) (75 000 x 27%) 20 250 (1)
Investment in Hlamba (SFP) [C1] 463 250 (8)
Non-controlling interests (SFP) [C7] 100 900 (1)
At acquisition elimination journal
J2 Other expenses (depreciation) (P/L) 15 000
Accumulated depreciation (SFP) (75 000/5) OR [C3] 15 000 (1)
Depreciation on equipment revalued at acquisition
J3 Deferred tax (SFP) (15 000 x 27%) 4 050 (1)
Income tax expense (P/L) 4 050
Taxation effect of depreciation
J4 Revenue (P/L) (given) 100 000 (1)
Cost of sales (P/L) 100 000
Elimination of intragroup sales for 20.18
J5 Cost of sales (P/L) [C4] 5 500 (1)
Inventory (SFP) [C4] or (20/120 x 33 000) 5 500 (1)
Intragroup sales of inventory (SFP)
J6 Deferred tax (SFP) (5 500 x 27%) 1 485 (1)
Income tax expense (P/L) 1 485
Taxation effect of intragroup sales
J7 Non-controlling interests (P/L) ((250 000 – 15 000 [J2] + 47 810 (1)
4 050 [J3]) x 20%) or (239 050 x 20%)
Non-controlling interests (SFP) 47 810 (1)
Allocation of share of profit or loss and other comprehensive
income of non-controlling interests
Isevisi Ltd
J8 Investment in Isevisi (SFP) [C5] 35 000 (3)
Share of P/L of associate (P/L) 35 000 (1)
Recognition of excess at acquisition
J9 Investment in Isevisi (SFP) (225 000 x 40% x 6/12) 45 000 (2)
Share of P/L of associate (P/L) 45 000 (1)
Allocation of share of P/L of associate (equity method)
J10 Other income (P/L) ((25 000 – 20 000) x 40%) OR [C6] 2 000 (1)
Depreciation (P/L) (2 000/4 x 3/12) or [C6] 125 (1)
Investment in associate (SFP) (balancing) 1 875 (1)
Elimination on downstream intragroup transaction
J11 Deferred tax (SFP) 506 (1)
Income tax expense (P/L) (1 875 x 27%) 506 (1)
Taxation effect of intragroup sale
Total (34)
Maximum (29)
Communication skills: presentation and layout (1)
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COMMENT
Refer to the screencast on myUnisa for a discussion of this question. The screencast
covers the scenario, what is required and the solution and will help you develop the skills
required to attempt questions containing similar principles.
COMMENT
Good examination technique is to always provide the excess journal [J8], even if
goodwill is calculated. Since a mistake could be made in the calculation of goodwill,
providing the excess journal ensures that marks can still be earned for the journal.
CALCULATIONS
COMMENT
The main principle that applies to determining the consideration paid is that the fair value
must be used. Furthermore, all acquisition-related expenses, except costs for registering
and issuing debt and equity securities, must be expensed (IFRS 3.53).
It is important to determine how the parent treated these costs in its separate accounting
records to determine if any adjustment is required in the consolidated records. The
information in the question must therefore be read carefully.
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C7. Analysis of owner’s equity of Hlamba Ltd (for the sake of completeness)
Since acquisition
Current year
Profit for the year 239 050 191 240 47 810
Profit (given) 250 000
Depreciation (75 000/5 x 73%) (10 950)
803 100 191 240 148 610
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C8. Analysis of owner’s equity of Isevisi Ltd (for the sake of completeness)
Current year
Profit for the year (225 000 x 6/12) 112 500 45 000
612 500 45 000
PART II
An entity that is a parent must present consolidated financial statements (IFRS 10.4).
Control
An investor controls an investee when it is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns through its power
over the investee (IFRS 10.6–7).
Existing rights
The right to direct an investee to enter into transactions or to veto any changes to
transactions for the benefit of the investor (IFRS 10.B15(d)):
CashCow Ltd only has 45% of the shareholding of Beyond Ltd but can still have power even
if it holds less than a majority of the voting rights of an investee (IFRS 10.B38). (2)
According to the shareholders’ agreement, CashCow Ltd has the right to veto any decisions
about transactions that will not benefit Beyond Ltd’s business in general. This also indicates
that CashCow Ltd has the right to direct the relevant activities of Beyond Ltd. (2)
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The relevant activities of Beyond Ltd are the selling and buying of items and services. (1)
According to the shareholders’ agreement, CashCow Ltd has the right to appoint service
providers and to terminate their services. This indicates that CashCow Ltd has the ability to
direct the relevant activities. (2)
CashCow Ltd does not hold the majority of the shares but it does have power over Beyond Ltd. (1)
Conclusion
CashCow Ltd is required to consolidate Beyond Ltd in its consolidated financial statements
for the year ended 28 February 20.18. (1)
Total (12)
Maximum (9)
Communication skills: logical flow and conclusion (1)
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QUESTION 4 40 marks
Links Holdings Ltd is a South African-based globally competitive holding company that is listed on
the Johannesburg Stock Exchange. The company, through its investments in subsidiaries and
investments in associates, retails computer appliances, hardware, printing devices, cameras,
gaming devices, software and accessories.
The financial year end of all the companies of the Links Holdings Ltd Group is 31 December. The
Group Accountant (Scopatu Manaa), a CTA student at a leading African university, has prepared
and presented the following information to you, the Group Chief Financial Officer, in preparation for
the finalisation of the consolidation procedures.
IncredibleLink Ltd
Links Holdings Ltd acquired an 85% interest in the ordinary share capital of IncredibleLink Ltd, a
retailer of electronics and appliances, on 1 August 20.19. As a result of this acquisition,
Links Holdings Ltd obtained control over IncredibleLink Ltd from 1 August 20.19 in accordance with
IFRS 10, Consolidated Financial Statements. The acquisition date has been correctly determined
as 1 August 20.19 in accordance with IFRS 3, Business Combinations.
The net asset value of IncredibleLink Ltd amounted to R1 541 667 as at 1 August 20.19.
All the assets and liabilities of IncredibleLink Ltd were deemed to be fairly valued, except as indicated
below:
• IncredibleLink Ltd owns a formally registered trademark for an internally developed brand of
electronic goods. The trademark had a fair value of R165 000 and an indefinite useful life on
1 August 20.19. The trademark was not recorded in records of IncredibleLink Ltd.
• IncredibleLink Ltd disclosed a contingent liability of R145 000 in its interim financial statements
for the period ended 30 June 20.19 relating to a court case instituted through a class action
by its customers. The court case deals with IncredibleLink Ltd’s branded electronic goods that
allegedly do not meet industry standards. Even though this claim represents a present
obligation, the attorneys of IncredibleLink Ltd are of the opinion that it is unlikely that the claim
will lead to an outflow of economic benefits at that point in time. On 1 August 20.19,
Links Holdings Ltd has not yet reliably assessed the fair value of the claim. The shareholders
of IncredibleLink Ltd provided a guarantee as part of the purchase agreement with Links
Holdings Ltd to reimburse Links Holdings Ltd 40% of the claim, should it be successful.
On 15 January 20.20, Links Holdings Ltd obtained an independent valuator’s report regarding
an assessment of the claim at its fair value of R185 000 on 1 August 20.19, having taken into
account all possible outcomes on that date. The finalisation of the fair value of the contingent
liability was the only outstanding item relating to the acquisition of IncredibleLink Ltd. The claim
will not be deductible for taxation purposes should it succeed.
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• IncredibleLink Ltd maintains a unique subscriber list that is licensed and contains detailed
information about the subscribers. The terms of the agreement entered into by
IncredibleLink Ltd and the subscribers prohibit IncredibleLink Ltd from exchanging information
about the subscribers with any external party to the agreement. The fair value of the subscriber
list amounted to R125 000 on 1 August 20.19, and the subscriber list has an indefinite useful
life.
No additional assets, liabilities or contingent liabilities were identified on the acquisition date, except
as provided for in the above notes.
The consideration and other costs relating to the acquisition of the investment in IncredibleLink Ltd
comprised the following:
• A cash payment of R600 000 was made to the transacting attorneys on 1 August 20.19.
Links Holdings Ltd appointed Earnestly Young Services Ltd, a company that specialises in
business combinations, to assist with the structuring of the arrangement. The costs related to
the services provided by Earnestly Young Services Ltd amounted to R37 500 and were
included in the cash payment made to the transacting attorneys.
• A cash amount of R300 000 is payable by Links Holdings Ltd on 31 July 20.20.
• On 1 August 20.19, Links Holdings Ltd issued 2 000 non-convertible debentures at a nominal
value of R125 per debenture. The interest on the debentures is payable annually in arears at
a nominal interest rate of 9,25% per annum. The debentures will be settled in cash on
30 July 20.24.
• Links Holdings Ltd issued 2 500 of its ordinary shares to the shareholders of IncredibleLink Ltd
on 1 August 20.19 when the share price of each share was R126. The ordinary shares were
registered on 11 August 20.19 when the shares were valued at R129 each. Links Holdings Ltd
incurred share issue costs amounting to R23 420 with regard to the issuance of the 2 500
ordinary shares. The share issue costs of R23 420 were included in the cash payment made
to the transacting attorneys on 1 August 20.19.
• IncredibleLink Ltd has undertaken to refund Links Holdings Ltd R120 000 on
31 December 20.19 should the gross profit for the four months ending 30 November 20.19 not
increase by 11%. The fair value of this consideration amounted to R95 000 on 1 August 20.19,
taking into account all possible outcomes. During the four months ended 30 November 20.19
there was a lot of uncertainty in the global economic environment, which particularly affected
electronic and technological consumer goods. Consequently, the gross profit increased by
only 0,5%.
Gamer Ltd
Gamer Ltd is a retail company that offers recreational and professional gaming products at its
physical stores in Johannesburg, Bloemfontein and Durban and through a convenient online
shopping hub. The head office of Gamer Ltd is in Johannesburg.
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The extract of the preliminary trial balance of Gamer Ltd as at 31 December 20.19 contained the
following balances, which may be accepted as correct, except where stated otherwise:
Dr/(Cr)
R
Links Holdings Ltd acquired a 25% interest in Gamer Ltd on 1 August 20.19 and exercised
significant influence over the operating and financial policy decisions of Gamer Ltd from that date.
The purchase consideration amounted to R250 000 on that date. You may correctly assume that an
excess arose on the acquisition.
On 1 August 20.19 all the assets and liabilities of Gamer Ltd were deemed to be fairly valued, with
the exception of land and trade receivables, which were undervalued by R90 500 and R40 500,
respectively. No additional assets or liabilities were identified at the acquisition date. Gamer Ltd did
not revalue any of its assets or liabilities at the acquisition date in its separate accounting records.
The affected trade receivables were still outstanding on 31 December 20.19, and the assessment
remained unchanged.
An independent sworn appraiser valued the land upwards by R130 000 on 31 December 20.19.
Gamer Ltd accounted for this revaluation in its separate financial statements for the year ended
31 December 20.19. No other revaluation was recorded by Gamer Ltd for the current financial year.
The fair value of the shares of Gamer Ltd amounted to R13,85 per share on 31 December 20.19.
Additional information
1. It is the accounting policy of Links Holdings Ltd to account for investments in subsidiaries and
investments in associates at cost in its separate financial statements.
2. Links Holdings Ltd elected to measure non-controlling interests at their proportionate share of
the acquiree’s net assets at the acquisition date for all acquisitions.
3. A market-related pre-tax discount rate is 10,75%, compounded annually. The market interest
rate for instruments similar to the debentures issued by Links Holdings Ltd is 10,75% per
annum.
4. Assume a normal income tax rate of 27% and a capital gains tax (CGT) inclusion rate of 80%.
Ignore the effects of dividend tax and value added tax (VAT).
5. It is the accounting policy of the Links Holdings Ltd Group to account for land in accordance
with the revaluation model as per IAS 16, Property, Plant and Equipment.
REQUIRED
Marks
(a) Discuss, with reasons and showing all calculations, the appropriate recognition and 16
measurement of the identifiable assets acquired, and the liabilities assumed by
Links Holdings Ltd at the acquisition of IncredibleLink Ltd on 1 August 20.19.
Your answer should be based on the principles and the requirements established
by IFRS 3, Business Combinations.
Please note:
• You are required to provide reasons for all your considerations.
• In your answer you should consider the relevant taxation implications, where
applicable.
• You are not required to discuss any non-controlling interests.
• You are not required to refer to the Conceptual Framework.
• You are not required to calculate goodwill or gain from a bargain purchase.
10
(b) Calculate the consideration transferred by Links Holdings Ltd for the acquisition of
IncredibleLink Ltd on 1 August 20.19 in accordance with IFRS 3,
Business Combinations.
12
(c) Prepare the investment in associate note in the notes to the consolidated financial
statements of the Links Holdings Ltd Group for the year ended 31 December 20.19.
Please note:
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(a) Discuss, with reasons and showing all calculations, the appropriate recognition and
measurement of the identifiable assets acquired and the liabilities assumed by
Links Holdings Ltd at the acquisition of IncredibleLink Ltd on 1 August 20.19. Your
answer should be based on the principles and the requirements established by IFRS 3,
Business Combinations.
1. General
On 1 August 20.19 Links Holdings Ltd acquired 85% of the ordinary shares of
IncredibleLink Ltd and obtained control over IncredibleLink Ltd from that date in
accordance with IFRS 3. (1)
Links Holdings Ltd must measure the identifiable assets acquired and the liabilities
assumed of IncredibleLink Ltd at their acquisition-date fair values (IFRS 3.18) on the
acquisition date of 1 August 20.19. (1)
The net asset value as at 1 August 20.19 amounted to R1 541 667. (1)
2. Intangible assets
Links Holdings Ltd must recognise the identifiable intangible assets acquired in a
business combination separately from goodwill (IFRS 3.B31). (1)
Trademark
The trademark has been formally registered and, as a result, meets the contractual-
legal criterion. The trademark is therefore identifiable and should be recognised as an (1)
intangible asset at the acquisition date.
Links Holdings Ltd must recognise the trademark at its fair value of R165 000 on
1 August 20.19. The trademark has an indefinite useful life. Therefore, the carrying
amount of the intangible asset will be recovered through sale and the deferred tax
liability will increase by R35 640 (165 000 x (27% x 80%)). (2)
Subscriber list
IncredibleLink Ltd maintains a unique subscriber list that is licensed and that would
normally meet the separability criterion (IFRS 3.B33). (1)
However, the agreement entered into by IncredibleLink Ltd and the subscribers
prohibits IncredibleLink Ltd from exchanging information about the subscribers with any
external party to the agreement. (1)
As a result, the subscriber list acquired by Links Holdings Ltd does not meet the
separability criterion and is therefore not an identifiable intangible asset at the
acquisition date (IFRS 3.B33). (1)
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3. Contingent liability
Links Holdings Ltd must recognise, as of the acquisition date, a contingent liability
assumed as a result of the acquisition of IncredibleLink Ltd if it is a present obligation
that arises from past events and its fair value can be measured reliably (IFRS 3.23). (1)
On 1 August 20.19 the contingent liability represents a present obligation. However, the
fair value of the contingent liability has not yet been measured reliably by
Links Holdings Ltd. (1)
The independent valuator’s report provides new facts and information about
circumstances that existed as at the acquisition date that, had they been known, would
have resulted in the recognition of a contingent liability at the acquisition date (IFRS (1)
3.45).
Links Holdings Ltd will recognise the contingent liability at its fair value of R185 000.
The claim will not be deductible for taxation purposes should it succeed. Therefore, no
temporary difference arises. (2)
4. Indemnification asset
Links Holdings Ltd will recognise an indemnification asset at the same time that it
recognises the contingent liability that it indemnified and measured on the same basis
as the contingent liability (IFRS 3.27). (1)
The indemnification asset will be measured at R74 000 (165 000 x 40%) on
1 August 20.19. The receipt of the indemnification asset will have no tax consequences
and therefore no temporary difference arises. (2)
Total (20)
Maximum (16)
Communication: clarity of expression (1)
COMMENT
Trademark
Note that, according to the information provided, the trademark has an indefinite useful
life. Therefore, accounting for amortisation is incorrect (IAS 38.107).
Contingent liability
The contingent liability treatment included the measurement period adjustment.
Therefore, the contingent liability should be measured at R185 000.
Furthermore, there will be no resulting deferred tax since the carrying amount of the
contingent liability is equal to the tax base.
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(b) Calculate the consideration transferred by Links Holdings Ltd for the acquisition of
IncredibleLink Ltd on 1 August 20.19 in accordance with IFRS 3, Business
Combinations.
Consideration transferred
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(c) Prepare the investment in associate note in the notes to the consolidated financial
statements of the Links Holdings Ltd Group for the year ended 31 December 20.19.
1. Investment in associate
Links Holdings Ltd acquired a 25% interest in the retail company, Gamer Ltd, on
1 August 20.19. Gamer Ltd is incorporated in South Africa where it conducts its
principal business, and its head office is in Johannesburg. The associate is
measured using the equity method. (2)
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COMMENT
Links Holdings Ltd should disclose the name of the associate (Gamer Ltd), the nature
of the entity’s relationship with the associate, the principal place of business of the
associate, the proportion of ownership interest or participating share held by Links
Holdings Ltd and, if different, the proportion of voting rights held.
Furthermore, Links Holdings Ltd should disclose whether the investment in the
associate is measured using the equity method or at fair value, as well as the
summarised financial information of the associate.
The associate is accounted for using the equity method. Therefore, the fair value of the
entity’s investment in the associate should be disclosed if there is a quoted market price
for the investment (IFRS 12.21).
CALCULATIONS
C1. Debentures
2nd F C (Clear All) 2nd F C (Clear All) 2nd F MODE (Clear All)
PMT 23 125 PMT 23 125 PMT 23 125
(250 000 x 9,25%) (1)
I/YR 10,75% I 10,75% I/YR 10,75% (1)
N 5 N 5 N 5 (1)
FV 250 000 FV 250 000 FV 250 000
(2 000 x 125) (1)
PV 236 053 COMP PV 236 053 COMP PV 236 053
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Total At NCI
85% 15%
R
At acquisition (1 August 20.19)
Net asset value 1 541 667
Intangible asset (165 000 x 78,4%) 129 360
1 671 027 1 420 373 250 654
Equity represented by goodwill 19 360 19 360 -
Consideration and NCI 1 690 387 1 401 013 250 654
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QUESTION 5 40 marks
PART I 26 marks
Adventure Equipt Ltd (‘Equipt’) is a company listed on the Johannesburg Stock Exchange. Equipt
operates in the retail sector and has several subsidiaries in the same industry. All the companies in
the group have a 31 December year end.
Equipt acquired a 65% shareholding in KidsGearUp Ltd (‘KGU’) on 1 January 20.21 from
Holiday Activities Ltd (‘HA’). The acquisition of KGU met the definition of acquiring a business, as
defined in IFRS 3 Business Combinations. Since 1 January 20.21 Equipt is exposed to variable
returns from its involvement with KGU and has the ability to affect those returns through its power
over KGU.
The purchase agreement contained the following terms regarding the consideration:
2. Equipt transferred a piece of land to HA. The fair value of the land was R1 280 000 and the
carrying amount was R1 600 000 on 1 January 20.21.
3. 2 000 ordinary shares of Equipt were issued to HA on 1 January 20.21 as part of the
consideration payable. The shares were registered in the name of HA on 16 January 20.21.
4. Costs related to the share issue amounted to R16 000 and was included in the cash amount
of R3 360 000 paid by Equipt.
5. KGU had an outstanding account with one of Equipt’s creditors. Equipt settled the account of
R800 000 on 3 January 20.21 by paying the creditor directly. The fair value of the account was
R800 000 on 1 January 20.21.
On 1 January 20.21 KGU had a share capital balance of R3 200 000 (100 000 shares) and retained
earnings of R1 280 000.
The asset register and the accounting records for KGU reflected the following as at 1 January 20.21:
• Equipment with a carrying amount of R380 000 was appraised at R700 000. The remaining
useful life has been determined by the appraiser as three and a half years from
1 January 20.21. The residual value remained Rnil at that date.
• Land in Gauteng was originally purchased for R9 600 000 but due to a lack of market interest
in that area, the sworn appraiser determined a current fair value of R9 120 000.
The carrying amounts of all the other assets and liabilities were equal to their fair value. No additional
assets, liabilities or contingent liabilities were identified on 1 January 20.21.
On 1 July 20.21 Equipt granted KGU a loan amounting to R4 480 000. Capital of R640 000 was
repaid on year end, with the balance of the capital still outstanding.
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The accountant processed the following pro forma consolidation journal entries in the consolidated
accounting records of the Equipt Group at year end:
R R
Dr Cr
The published share prices of the companies were as follows at the respective dates:
Equipt
KGU
Additional information
1. It is the group’s accounting policy to measure machinery in accordance with the revaluation
model and the rest of property, plant and equipment items in accordance with the cost model
per IAS 16 Property, Plant and Equipment.
2. Investments in subsidiaries are accounted for at cost in accordance with IAS 27.10(a).
3. Equipt elected to measure non-controlling interests at fair value at acquisition date for all the
acquisitions.
5. KGU has a profit after tax for the year ended 31 December 20.21 of R720 000 and a fair value
gain on other financial assets through other comprehensive income of R57 600 net of tax.
6. Goodwill that was recognised at acquisition of KGU was impaired during the current year due
to the impact of Covid 19 restrictions. The recoverable amount of KGU was R280 000 lower
than its consolidated carrying amount. The impairment assessment in the separate accounting
records of Equipt indicated that no impairment in the separate accounting records was
required.
7. The loan to KGU carries interest at 9% per annum. Repayments of capital and interest are
made annually at year end.
8. The company tax rate is 27% and the Capital Gains Tax inclusion rate is 80%. Ignore value
added tax (VAT) and dividend tax.
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PART II 14 marks
Playgreat Ltd
Equipt is considering investing in a new company, namely Playgreat Ltd (Playgreat). Playgreat
manufactures and sells playground equipment. This investment will assist Equipt to expand into
other playground activities.
Equipt can purchase 15% of the share capital and voting rights of Playgreat. On the proposed
purchase date, Equipt will also receive an option to acquire an additional 20% interest from one of
the other shareholders, namely PlaySafe Ltd (PlaySafe). A condition of the option is that it will only
become exercisable on the date when the South African Institute for Playpark Safety (SAIPS)
completes the inspection of Equipt’s new playground. The date of the inspection is not confirmed.
Fun Club Ltd is a company that offers arcade activities for the whole family through different types
of gaming machines. All customers have to do to enjoy these activities is buy a fun club card, fill it
up with cash and choose a machine to play on.
Equipt purchased 30% of the shares and voting rights of Fun Club Ltd (Fun Club) on 1 January 20.21
for a consideration of R3 000 000. From this date, Equipt exercised significant influence over the
financial and operating policy decisions of Fun Club. All the assets and liabilities were fairly valued
at 1 January 20.21, except for inventory that were overvalued by R82 500 and financial assets that
was undervalued by R37 500.
On 1 June 20.21, Fun Club sold a motor vehicle to Equipt. Fun Club initially purchased this motor
vehicle on 1 September 20.19 for an amount of R247 500 with a useful life of 5 years from that date.
Equipt paid an amount of R210 000 for the vehicle and recognises depreciation over the remaining
useful life. At year end Fun Club fair valued their portfolio of financial assets and the overvalued
inventory identified on 1 January 20.21 was realised.
The following is an extract of the trial balance of Fun Club as at 31 December 20.21:
Dr/(Cr)
R
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REQUIRED
Marks
PART I
(a) Provide the journal entries to recognise the consideration paid to purchase the 5
interest in KidsGearUp Ltd in the separate accounting records of
Adventure Equipt Ltd.
(b) Prepare the additional pro forma consolidation journal entries to account for the 21
investment in KidsGearUp Ltd in the consolidated financial statements of the
Adventure Equipt Ltd Group for the year ended 31 December 20.21. Provide any
correcting journal entries, if required.
Please note:
• Journal narrations are required.
• Journal entries relating to deferred taxation are required.
• All calculations must be shown clearly.
• Round off all amounts to the nearest Rand.
PART II
(a) Discuss whether Playgreat Ltd would be classified as an associate of the Adventure 4
Equipt Ltd Group if the 15% interest is Playgreat Ltd is acquired.
Please note:
• Discussions regarding appropriate accounting treatment are not required.
(b) Disclose the following line-items only, in the consolidated statement of profit and 9
loss and other comprehensive income of the Adventure Equipt Ltd Group for the
year ended 31 December 20.21.
Please note:
• Your answer must comply with International Financial Reporting Standards (IFRS).
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PART I
(a) Provide the journal entries to recognise the consideration paid to purchase the interest
in KidsGearUp Ltd in the separate accounting records of Adventure Equipt Ltd.
Dr Cr
R R
(b) Prepare the additional pro forma consolidation journal entries to account for the
investment in KidsGearUp Ltd in the consolidated financial statements of the Adventure
Equipt Ltd Group for the year ended 31 December 20.21. Provide any correcting journal
entries, if required.
Dr Cr
R R
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Dr Cr
R R
COMMENT
Please note that the dividend elimination journal was already processed, and you do
not then need to provide this journal again. Remember to read the required carefully.
The required indicates that the ‘additional’ journals should be provided. Providing
unnecessary journals is not good exam technique and can course you to lose time.
However, it was necessary to provide the interest journal to account for the portion of
interest not yet eliminated, as the accountant did not process the entire interest amount
that should have been eliminated. Many students either processed the entire amount
or did not provide the journal at all.
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PART II
(a) Discuss whether Playgreat Ltd is an associate of the Adventure Equipt Ltd Group,
assuming that Adventure Equipt Ltd does acquire the 15% interest.
An associate is an entity over which the investor has significant influence [IAS 28.3].
Significant influence is the power to participate in the financial and operating policy decisions
of the investee but is not control or joint control of those policies [IAS 28.3].
If Equipt holds, directly or indirectly, 20% or more of the voting power of Playgreat, it is
presumed that Equipt has significant influence, unless it can be clearly demonstrated that
this is not the case [IAS 28.5]. (1)
In this case, Equipt only has 15% of the voting power and significant influence is therefore
NOT presumed. (1)
The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether an entity has significant influence [IAS 28.7].
Potential voting rights are not currently exercisable or convertible when, for example, they
cannot be exercised or converted until a future date or until the occurrence of a future event
[IAS 28.7].
• However, potential voting rights must be considered and the option to acquire an
additional 20% interest is dependent on the successful inspection of Equipt’s
playground by SAIPS (South African institute for playpark safety). (1)
• It is still unsure of when the inspection by SAIPS will take place, therefore the option
is not currently exercisable and the potential voting rights should be ignored in the
assessment. (1)
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COMMENT
Remember when equity accounting for an associate, there are only three line-items
available namely, investment in associate; share of profit of associate and share of
other comprehensive income of associate. You should account for an associate only
within these three line-items. Therefore, when asked for disclosure, careful not to
include each item line-by-line as that is a principal error. Many students that make this
error and earn no marks.
It should also be noted that other comprehensive income (OCI) is presented net of the
tax. The tax rate used will be the rate the underlying asset will realise at in future. In
this instance CGT is applicable. Many students did not present the OCI item net of tax
or accounted for the tax at the normal rate instead of the CGT rate.
CALCULATIONS
Motor vehicle carrying value 1 June 20.21 [247 500/60 x (60 – 21)] 160 875 [1½]
Selling price to Adventure Equipt Ltd 210 000 [½]
49 125
[2]
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