A Ltd. and B Ltd. are companies registered under the Companies Act, 2013. A Ltd. is an Ind AS compliant entity and follows year ended March as its…

CA Final · Financial Reporting · MTP · May 2025
A Ltd. and B Ltd. are companies registered under the Companies Act, 2013. A Ltd. is an Ind AS compliant entity and follows year ended March as its financial reporting period. On 1st April 20X1, they entered into an agreement to jointly engage in the hospitality business. For this purpose, they formed a partnership firm with the name of M/s. Star Hotel ("the Firm"). Under the relevant laws, the partners and the Firm are not considered as separate legal entities. To regulate the operations of the Firm, A Ltd. and B Ltd. entered into a partnership deed whose relevant terms and conditions are as follows: A Ltd. and B Ltd. shall be the partners of the Firm.Consent of both partners shall be required for taking decisions on any matter which may affect the returns of the business. The Firm shall operate a three-storied hotel as follows: Floor Rights and obligations relating to the floor Ground floor (Ground floor will comprise of reception, lobby, restaurant, laundry division, and general administration office) Both partners shall jointly and equally own the legal and beneficial ownership of the ground floor including all of its assets and related liabilities. All the costs relating to the operation of the ground floor shall be jointly and equally shared by both the partners. First floor (First floor will comprise of Indian themed rooms for customers) A Ltd. shall have legal and beneficial ownership of the first floor including all of its assets and related liabilities. The net profit for the period attributable to the renting of rooms of first floor shall accrue solely to the account of A Ltd.. Second floor (Second floor will comprise of Italian themed rooms for customers) B Ltd. shall have legal and beneficial ownership of the second floor including all of its assets and related liabilities. The net profit for the period attributable to the renting of rooms of second floor shall accrue solely to the account of B Ltd.. Third floor (Third floor will comprise of a banquet hall) Both the partners shall jointly and equally own legal and beneficial ownership of the third floor including all of its assets and related liabilities. The net profit for the period attributable to the renting of the banquet hall shall accrue equally to the account of both the partners. During the first year of operation of the hotel, A Ltd. many time doubted and objected to the manner in which the guests were preferentially convinced by the reception desk to occupy the Italian-themed rooms of the second floor. To avoid the repetitive disputes, on 1st April 20X2, A Ltd. and B Ltd. converted the partnership firm into a company named Star Hotel Pvt. Ltd. ("the Company"). Under the relevant laws, the shareholders and the Company are considered as separate legal entities. To regulate the operations of the Company, A Ltd. and B Ltd. entered into a shareholders' agreement with the following relevant terms and conditions: i. A Ltd. and B Ltd. shall transfer their individual rights regarding the respective floors of the hotel in favour of the Company such that the Company becomes the legal and beneficial owner thereof. ii. The Company shall assume all the liabilities of A Ltd. and B Ltd. in relation to the hotel business. iii. In consideration of transfer of rights and obligations by A Ltd. and B Ltd. in favour of the Company, A Ltd. and B Ltd. shall receive equity shares of the Company in equal proportion. iv. Each equity share shall entitle the holder thereof one vote in the general meetings of the Company. v. The Company's Board shall consist of 6 directors. All the matters in relation to the operations of the Company, except certain reserved matters, shall be decided by the Board by a vote of simple majority. In case of equality of votes in respect of any matter other than the reserved matters, the chairman shall have a casting vote. vi. Following are the Reserved Matters in respect of which decisions shall be taken only by unanimous consent of all the directors: a. Approval of the operating plan for each financial year; b. Capital expenditure exceeding 20 crore in a year; c. Entering into borrowing arrangements for an amount which is equal to or more than 30% of the Company's net worth; and d. Any matter which may affect the returns of the business. vii. A Ltd. and B Ltd. shall have the right to nominate 3 directors each in the Board. A Ltd. and B Ltd. shall have the right to replace the directors being nominated by them respectively with any other directors of their choice. The chairman of the Board shall be nominated by A Ltd. viii. The profits of the business may be distributed by the Company to the shareholders in the form of dividends which shall be approved by a simple majority of votes in a general meeting of the Company. ix. Shareholders shall be entitled to dividends in the proportion of the share capital held by them. x. Upon liquidation of the Company, its net assets, after repayment of all of its liabilities, shall be distributed to the shareholders in the proportion of share capital held by them. xi. During the period 1st April, 20X2 to 31st March, 20X7, A Ltd. shall have the right to sell all the equity shares held in the Company to B Ltd. at a price which is 10% more than the fair value determined by an independent valuer. If such right is exercised by A Ltd., B Ltd. shall be under obligation to purchase the shares in accordance with this clause. Required How should the arrangement with B Ltd. be classified and recognised in the financial statements of A Ltd. for the year ended 31st March, 20X2? Explain the basis of your conclusion. Additionally, describe the changes, if any, to the classification and recognition in the consolidated financial statements of A Ltd. for the year ended 31st March, 20X3.

Suggested Answer and Working Notes:

(a) As per the terms and conditions of the partnership deed, the consent of both the partners shall be required for taking decisions on any matter which may affect the returns of the business. Here, both the partners have joint control over the business of the partnership firm as defined under Ind AS 111. Therefore, we can conclude that the arrangement between A Ltd. and B Ltd. is a joint arrangement under Ind AS 111. Classification of the joint arrangement for the year ended 31st March, 20X2 Para B15 of Ind AS 111 states that the classification of joint arrangements requires the parties to assess their rights and obligations arising from the arrangement. When making that assessment, an entity shall consider the following: (a) the structure of the joint arrangement. (b) when the joint arrangement is structured through a separate vehicle: (i) the legal form of the separate vehicle; (ii) the terms of the contractual arrangement; and (iii) when relevant, other facts and circumstances. Para B24 states that the assessment of the rights and obligations conferred upon the parties by the legal form of the separate vehicle is sufficient to conclude that the arrangement is a joint operation only if the parties conduct the joint arrangement in a separate vehicle whose legal form does not confer separation between the parties and the separate vehicle (ie the assets and liabilities held in the separate vehicle are the parties' assets and liabilities). As per para 15 of Ind AS 111, a joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators. Accordingly, the joint arrangement is carried out through a separate vehicle M/s. Star Hotel whose legal form does not confer separation between the parties and the separate vehicle (ie the assets and liabilities held in vehicle M/s. Star Hotel are the parties' assets and liabilities ie of A Ltd. and B Ltd.). This is reinforced by the terms agreed by the parties in their contractual arrangement, which state that A Ltd. and B Ltd. have rights to the assets, and obligations for the liabilities relating to the arrangement that is conducted through vehicle M/s. Star Hotel. [As per para B25 and B28 of Ind AS 111]. Hence, here the joint arrangement is a joint operation. Recognition in the financial statements of A Ltd. for the year ended 31st March, 20X2 A Ltd. in its financial statements for the year ended 31st March, 20X2 will recognise its share of the assets and its share of any liabilities resulting from the arrangement (eg- accounts payable to third parties) on the basis of its agreed participation share. It will also recognise its share of the revenue and expenses resulting from the hospitality services provided through M/s Star Hotel. First floor that is controlled by A Ltd. shall be accounted for by A Ltd. in its financial statements. For the two floors (Ground Floor and Third Floor) that are jointly controlled by A Ltd. and B Ltd., as per the contractual arrangement, both A Ltd. and B Ltd. will jointly and equally own the legal and beneficial ownership of assets and related liabilities. Thus, A Ltd. will recognise its 50% share of the revenue and expenses resulting from these floors. With respect to second floor, A Ltd. should not account for any items of assets and liabilities, revenue and expenses in its financial statements. The assets, liabilities, revenue and expenses should be recognised on a line-by-line basis based on nature and classification of the respective items and according to the principles of recognition and measurement prescribed under the respective Ind AS applicable to such items. Reclassification of the joint arrangement for the year ended 31st March, 20X3 As per para B23 of Ind AS 111, the joint arrangement is carried out through a separate vehicle whose legal form causes the separate vehicle to be considered in its own right (ie the assets and liabilities held in the separate vehicle are the assets and liabilities of the separate vehicle and not the assets and liabilities of the parties). Since the terms of the contractual arrangement in the formation of company Star Hotel Pvt. Ltd. does not specify the parties have rights to the assets, or obligations for the liabilities, relating to the arrangement. Instead, the terms of the contractual arrangement establish that the parties have rights to the net assets of Star Hotel Pvt. Ltd. The legal form of the company confers separation between the shareholders and the company. Further, as per the shareholders' agreement, the individual assets and liabilities of the business are legally beneficial to the company rather than the shareholders. Upon liquidation of the company, its net assets, after repayment of all its liabilities, shall be distributed to the shareholders in the proportion of share capital held by them. It implies that the shareholders have rights to the assets of the company. This is a key characteristic of a joint venture. The terms and conditions of the shareholders' agreement do not modify or reverse the rights and obligations conferred by the legal form of the company. Therefore, on the basis of the description of terms and conditions of the shareholders' agreement, there are no other facts and circumstances that indicate that the parties have rights to substantially all the economic benefits of the assets relating to the arrangement, and that the parties have an obligation for the liabilities relating to the arrangement. Hence, the joint arrangement shall be reclassified from a joint operation to a joint venture in the financial statements of A Ltd. for the financial year ended 31st March, 20X3. Recognition in the consolidated financial statements of A Ltd. for the year ended 31st March, 20X3 As per Para 24 of Ind AS 111, a joint venturer shall recognise its interest in a joint venture as an investment and shall account for that investment using the equity method in accordance with Ind AS 28 'Investments in Associates and Joint Ventures' unless the entity is exempted from applying the equity method as specified in that standard. Accordingly, A Ltd. shall recognise its right to the net assets of Star Hotel Pvt. Ltd. as investment and account for it using the equity method assuming that the right to sell the shares to B Ltd. is not substantive and will not have any implication on the assessment as it will not alter the joint arrangement. Note: Right to sell 50% shares by A Ltd. has been ignored, since the right to exercise the option rest with A Ltd. and not B Ltd. Hence, B Ltd. is under obligation to buy but do not have potential voting rights.

Topics: Ind AS 111

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