Select Your Location
There is no uniform accounting standard that governs accounting procedures and disclosures in situations where one business gains control of another. The accounting treatment of such a transaction is determined by the form and type of the acquisition under the existing Indian GAAP. If the acquired company is kept as a separate legal entity, accounting must be done in accordance with Ind AS 110 or AS 21, depending on the situation. If the Acquired entity is legally merged with the Acquirer, then accounting must be carried out in accordance with Ind AS 103 or AS 14, as the case may be.
Apart from the foregoing, if the acquired firm is merged with the acquirer via a court-approved arrangement, then the accounting will be done in accordance with the scheme, which may diverge from the Indian accounting standards to some extent. The Indian GAAP also allows for the use of the pooling of interest technique, which accounts for the entire transaction on carrying values with no scope for goodwill.
Following the transformation of IFRS to Ind AS, Ind AS 103, which is aligned with IFRS 3, addresses the global requirements in the event of a business combination. A business combination is a transaction in which one entity, called the acquirer, acquires control of another, called the acquiree.
Table of Contents
The issue of reverse acquisition is addressed in Indian AS 103, although it is not addressed in AS 14. When the entity that issues securities (or the legal acquirer) is designated as the acquiree for accounting purposes, this is known as a reverse acquisition. For the transaction to be regarded as a reverse acquisition, the entity of whom the equity interests are purchased (or the legal acquiree) must be designated as the acquirer for accounting reasons.
Accounting method in Ind AS 103 and AS 14
All business combinations are accounted for under Ind AS 103 employing the acquisition Method, which is an extension of the Purchase Method. With limited exceptions, all Identifiable Assets and Liabilities are recognized and measured at fair value at the acquisition date. Moreover, the Purchase Consideration is recognized at fair value at the date of acquisition, and Non-Controlling Interest (NCI) is either measured at fair value or at the NCI’s proportionate share in Identifiable Net Assets under this method.
The acquisition method is employed to account for business combinations, which entails identifying the acquirer (the entity that gains control of another entity); determining the acquisition date (the date on which the acquirer gains control); recognizing, evaluating, and measuring the identifiable assets acquired and liabilities assumed, as well as any non-controlling interest; and recognizing and measuring any goodwill or bargain.
To meet the criteria for recognition, the identifiable assets obtained and liabilities presumed by the acquirer at the date of acquisition must fit into the definitions of assets and liabilities as laid down in the Framework for the Preparation & Presentation of Company’s Financial Statements in accordance with Indian Accounting Standard. The identifiable assets acquired and liabilities presumed must be measured at their acquisition-date fair values by the acquirer.
In the case of AS 14, amalgamation in the nature of Purchase is to be accounted for using the Purchase Method, which requires identifiable assets and liabilities to be recognized at fair value or carrying amount on the date of amalgamation. Amalgamation in the nature of Merger is to be accounted for using the Pooling of Interest Method, which requires assets and liabilities to be accounted for using their carrying amount.
The acquirer company must assess any non-controlling interest in the acquiree company at fair value or at the non-controlling interest’s proportional share of the acquiree’s identified net assets, according to IND AS 103, for each and every business combination. The minority interest, on the other hand, is defined by the existing AS 21 as the amount of equity that is attributable to minorities at the time of investment in a subsidiary.
Accounting for goodwill in Ind AS 103 and AS 14
The difference between the price provided in exchange for the acquisition-date values of the identified assets bought and the liabilities incurred is referred to as goodwill.
Under AS 14, the goodwill generated through an amalgamation in the nature of purchase is amortized over a maximum period of 5 years, but under Ind AS 103, goodwill is not amortized rather it is evaluated for impairment in line with the rules of Ind AS 36.
Cost related to the acquisition
As per Ind AS 103, acquisition-related expenditures must be charged to the statement of profit and loss, and costs to issue debt and equity securities must be reported in line with the rules of Ind AS 32 and 109, but there is no such particular guidance in AS 14 on acquisition costs.
Acquisition of assets
Transactions that do not fit the definition of amalgamation or purchase of a subsidiary are accounted for as asset acquisition with no recognition of goodwill or capital reserve. The consideration is to be divided among the assets acquired in proportion to their fair market value. Both standards provide a similar treatment.
Gain on bargain purchase in Ind AS 103 and AS 14
An acquirer may execute a bargain purchase in a business combination under extremely rare cases, where the worth of acquired identifiable assets and liabilities exceeds the money transferred; the acquirer will recognize a gain (bargain purchase).
If there is adequate information that indicates the appropriateness of the bargain purchase gain, then it is recognized in Other Comprehensive Income (OCI) on the date of acquisition under Ind AS 103, whereas it is classified as Capital Reserve under AS 14. If there is no convincing proof of the underlying reasons for designating the business combination as a bargain purchase, then the gain must be recorded as a capital reserve in equity directly.
In-process Research and Development
As per Ind AS 103, it is first recognized at purchase or fair value and then quantified in line with Ind AS 38, although there is no explicit guidance under AS 14 with respect to in-process research and development.
Measurement Period in Ind AS 103 and AS 14
If the first accounting for a business combination is not completed by the close of the concerned reporting period in which the business combination takes place, then the acquirer must report provisional amounts for the items or things for which the accounting is not completed in its financial statements.
Under Ind AS 103, the measuring period after the acquisition date is restricted to one year from the acquisition date and allows the acquirer to modify/reassess the provisional amounts recognized to reflect additional information that existed at the time of acquisition. As far as Accounting Standard 14 is concerned, there is no such particular instruction.
The measuring period finishes when the acquirer either receives the information it was looking for or discovers that more information is not available.
Business Combination in Stages
Any equity interest in the acquiree possessed by the acquirer immediately prior to taking control of the acquiree is adjusted to fair value at the acquisition date as per Ind AS 103, and any resultant gain or loss is reported in the profit and loss statement. According to AS 14, the equity of a subsidiary at the date of investment is normally established on a step-by-step basis when two or more investments are made over a period of time.
The consideration, according to IND AS 103, covers any asset or obligation arising from a contingent consideration arrangement. AS 14 does not, however, provide particular guidance on this topic.
Subsequent measurement and accounting
In general, depending on the form of the assets acquired, liabilities assumed or incurred, and equity instruments issued in a business combination, an acquirer must measure and account subsequently for those things in compliance with other applicable Ind AS. Ind AS 103, on the other hand, gives guidelines on measuring and accounting subsequently for the assets procured, liabilities presumed or incurred, and equity instruments issued in a business combination. This guidance is provided in respect of reacquired rights, contingent liabilities recognized as of the acquisition date, contingent consideration, and indemnification assets.
Business combination under common control
A business combination that is under common control is one in which all of the merging firms, businesses, or enterprises are finally owned, occupied & regulated by the same person or parties both before and after the merger, and this control is not transient. Here, the pooling of interests’ approach must be used to account for business combinations involving entities or businesses under common control.
Ind AS 103 and AS 14 contain provisions concerning mergers and acquisitions and their accounting treatments. Accounting Standard 14 addresses the accounting to be done in the transferee company’s books in the event of an amalgamation, as well as the treatment of any resulting goodwill or reserve. An amalgamation in the form of a merger is accounted for using the pooling of interests’ technique, while an amalgamation in the form of purchase is handled using the purchase method. Further, Ind AS 103 defines a business combination as a transaction or other occurrence in which one or more businesses (i.e., the acquiree) are acquired by a reporting organization (i.e., the acquirer).
Read our article:Impact of New Companies (Accounting Standards) Rules, 2021 issued by MCA
A CA together with MBA (Fin) and M Com, she relishes taking interest in insightful writing in the domain of taxation and finance. She has gained experience as a full-time author and has also served an accounting role in industry.
In the recent past, India has seen burgeoning demand for internet and smartphones. The rapid ri...
The Securities and Exchange Board of India (SEBI), the capital markets regulator, has recommend...
The objective of the enactment of the Prevention of Money-laundering Act, 2002, i.e. PMLA (the...
Tax planning is a continuing effort and a management strategy for ensuring the minimization of...
On 18th May 2023, the Securities Exchange Board of India (SEBI) released a Consultation Paper o...
Infrastructure and real estate have been regarded as India's "sunshine sector" since the turn o...
On 22nd May 2023, the Central Board of Direct Taxes (CBDT) issued a new circular under secti...
Anyone can have different sources of income. With globalization and the opening up of economies...
The Reserve Bank of India (RBI) is crucial in regulating NBFC, including branch openings and cl...
In India, Non-Banking Financial Companies are subject to certain restrictions from taking publi...
Are you human?: 7 + 5 =
Easy Payment Options Available No Spam. No Sharing. 100% Confidentiality
IAS 23 addresses whether interest or financing charges of borrowing money should be expensed or capitalized. The st...
05 Apr, 2022
Cash management in business is a crucial part to keep the business running and there are many factors that play a r...
13 Aug, 2019
Red Herring Top 100 Asia enlists outstanding entrepreneurs and promising companies. It selects the award winners from approximately 2000 privately financed companies each year in the Asia. Since 1996, Red Herring has kept tabs on these up-and-comers. Red Herring editors were among the first to recognize that companies such as Google, Facebook, Kakao, Alibaba, Twitter, Rakuten, Salesforce.com, Xiaomi and YouTube would change the way we live and work.
Researchers have found out that organization using new technologies in their accounting and tax have better productivity as compared to those using the traditional methods. Complying with the recent technological trends in the accounting industry, Enterslice was formed to focus on the emerging start up companies and bring innovation in their traditional Chartered Accountants & Legal profession services, disrupt traditional Chartered Accountants practice mechanism & Lawyers.
Stay updated with all the latest legal updates. Just enter your email address and subscribe for free!
Chat on Whatsapp
Hey I'm Suman. Let's Talk!