Accounts
The following documents in respect of a subsidiary or subsidiaries should be attached with the balance sheet of a holding company:
(a) A copy of Balance Sheet of Subsidiary.
(b) A copy of its Statement of Profit and Loss.
(c) A copy of Report of its Board of Directors.
(d) A copy of Report of its Auditors.
(e) A Statement of Holding Company’s interest in Subsidiary.
According to section 129(3) of the Companies Act 2013, a holding company shall prepare a consolidated financial statement of the company and of all the subsidiaries in the same form and manner as that of its own, which shall also be laid before the annual general meeting of the company along with the laying of its financial statements.
Consolidated Balance Sheet
In addition to the legal balance sheet as prescribed in Schedule III, the holding company may also publish a Consolidated Balance Sheet in which the assets and liabilities of all the subsidiaries are shown along with its own assets and liabilities as the Balance Sheet of a head office incorporates the assets and liabilities of its branches. By way of Consolidated Balance Sheet, the investments of the holding company in the subsidiary company are replaced by net assets.
Minority Interest
When some of the shares of the subsidiary company are held by outsiders (other than the holding company), their interest in the subsidiary company is called as Minority Interest in subsidiary company. The minority interest is shown on the liabilities side of the Balance Sheet of the holding company under the head ‘Share Capital’. The minority interest can be calculated as follows:
Paid up value of shares held by outsiders | xxx |
Add: Proportionate share of capital/ revenue profit and/or reserves | xxx |
xxx | |
Less: Proportionate share of capital/ revenue losses | xxx |
Value of Minority Interest | xxx |
If the preference shares are held by outsiders, paid up value of such shares together with dividend thereon(if there is profit)is added to the value of minority interest.
Cost of Control (Goodwill) or Capital Reserve
If the holding company purchases the shares of the subsidiary company at a price more than their paid up value, the excess is cost of control or goodwill, if there is no reserve or profit or loss balance in the subsidiary company on date of acquisition of shares of the subsidiary company.
If the shares are purchased at a price which is less than the paid up value of the shares, the difference is taken as capital reserve or profit. The goodwill or cost of control is shown on the assets sideand the capital reserve or profit is shown on the liabilities sidein the Consolidated Balance Sheet.
Illustration 1: The following are the liabilities and assets of the holding company H Ltd. and its subsidiary S Ltd. as on 31st December 2014:
Liabilities | H Ltd. Rs. | S Ltd. Rs. | Assets | H Ltd. Rs. | S Ltd. Rs. |
Share Capital: |
|
| Sundry Assets | 260000 | 240000 |
Shares of Rs. 10 | 400000 | 200000 | Investments: |
|
|
each | 80000 | 20000 | 20000 shares in S | 300000 |
|
Profit and Loss | 40000 | 16000 | Ltd. |
|
|
Account | 40000 | 4000 |
|
|
|
General Reserve | 560000 | 240000 |
| 560000 | 240000 |
Current Liabilities |
|
|
|
|
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H Ltd. acquired the shares of S Ltd. on 31st December 2014. Prepare the Consolidated Balance Sheet.
Solution: Consolidated Balance Sheet of H Ltd. and its Subsidiary S Ltd. as on 31st December 2014
Particulars | Note | Amount |
| No. | (Rs.) |
A. Equity and Liabilities Shareholders’ Fund a. Share Capital | 1 | 400000 |
b. Reserves and Surplus | 2 | 120000 |
Current Liabilities H Ltd. 40000 S Ltd. 4000 |
|
44000 |
Total |
| 564000 |
B. Assets Non-current Assets Fixed Assets Tangible Assets - Sundry Assets H Ltd. 260000 S Ltd. 240000 |
|
500000 |
Intangible Assets - Goodwill |
| 64000 |
Current Assets |
| Nil |
Total |
| 564000 |
Notes to Accounts
Note No. | Particulars | Amount (Rs.) |
1. | Share Capital Issued and Subscribed |
|
| 40000 Equity shares of Rs. 10 each | 400000 |
2. | Reserves and Surplus |
|
| General Reserve | 40000 |
| P & L A/c | 80000 120000 |
Calculation of Goodwill or Cost of Control:
| Rs. | Rs. |
Cost of Shares in S Ltd. Less: Face value of shares in S Ltd. | 200000 | 300000 |
Profit and Loss Account | 20000 |
|
General Reserve | 16000 | 236000 |
Goodwill or Cost of Control |
| 64000 |
Illustration 2: The liabilities and assets of the holding company A Ltd. and its subsidiary B Ltd. as on 31st December 2014 are as follows:
Liabilities | A Ltd. | B Ltd. | Assets | A Ltd. | B Ltd. |
| Rs. | Rs. |
| Rs. | Rs. |
Share Capital: | 72000 | 36000 | Sundry Assets Investments: | 120000 | 72000 |
Shares of Re. 1 each | 18000 | 12000 | 36000 shares in B Ltd. | 45000 |
|
Profit and Loss Account | 12000 | 6000 |
|
|
|
General Reserve | 63000 | 18000 |
|
|
|
Current Liabilities | 165000 | 72000 |
| 165000 | 72000 |
A Ltd. acquired the shares in B Ltd. on 31st December 2014. Prepare the Consolidated Balance Sheet.
Solution: Consolidated Balance Sheet of A Ltd. and its Subsidiary B Ltd. as on 31st December 2014
Particulars | Note No. | Amount (Rs.) |
A. Equity and Liabilities Shareholders’ Fund | ||
a. Share Capital | 1 | 72000 |
b. Reserves and Surplus | 2 | 39000 |
Current Liabilities | ||
A Ltd. | 63000 | |
B Ltd. | 18000 | 81000 |
Total |
| 192000 |
B. Assets Non-current Assets Fixed Assets Tangible Assets - Sundry Assets A Ltd. 120000 B Ltd. 72000 |
|
192000 |
Intangible Assets |
| Nil |
Current Assets |
| Nil |
Total |
| 192000 |
Notes to Accounts
Note No. | Particulars | Amount(Rs.) |
1. | Share Capital Issued and Subscribed |
|
| 72000 Equity shares of Re. 1 each | 72000 |
2. | Reserves and Surplus |
|
| Capital Reserve | 9000 |
| General Reserve | 18000 |
| P & L A/c | 12000 39000 |
Calculation of Capital Reserve:
| Rs. | Rs. |
Cost of Shares in B Ltd. |
| 45000 |
Less: Face value of shares in B Ltd. | 36000 |
|
Profit and Loss Account | 12000 |
|
General Reserve | 6000 | 54000 |
Capital Reserve |
| 9000 |
Illustration 3: The following are the liabilities and assets of the holding company P Ltd. and its subsidiary Q Ltd. as on 31st December 2014. P Ltd. acquired 12000 shares in Q Ltd on 31st December 2014. Prepare the Consolidated Balance Sheet.
Liabilities | P Ltd. Rs. | Q Ltd. Rs. | Assets | P Ltd. Rs. | Q Ltd. Rs. |
Share Capital: |
|
| Sundry Assets | 48000 | 24000 |
Shares of Re. 1 | 36000 | 15000 | Investments: |
|
|
each | 24000 | 9000 | 12000 shares in Q | 12000 |
|
Sundry Liabilities | 60000 | 24000 | Ltd. | 60000 | 24000 |
Solution: Share of holdings by P Ltd.in Q Ltd. = 12000 shares out of 15000 shares = 80% Share of holdings by Outsiders in Q Ltd. = 3000 shares out of 15000 shares = 20% Consolidated Balance Sheet of P Ltd. and its Subsidiary Q Ltd. as on 31st December 2014
Particulars | Note No. | Amount (Rs.) |
A. Equity and Liabilities Shareholders’ Fund |
|
|
a. Share Capital | 1 | 36000 |
b. Reserves and Surplus |
| Nil |
Minority Interest Current Liabilities P Ltd. 24000 |
| 3000 |
Q Ltd. 9000 |
| 33000 |
Total |
| 72000 |
B. Assets Non-current Assets Fixed Assets Tangible Assets - Sundry Assets P Ltd. 48000 Q Ltd. 24000 |
| 72000 |
Intangible Assets |
| Nil |
Current Assets |
| Nil |
Total |
| 72000 |
Notes to Accounts
Note No. | Particulars | Amount (Rs.) |
1. | Share Capital |
|
| Issued and Subscribed |
|
| 36000 Equity shares of Re. 1 each | 36000 |
Calculation of Minority Interest = 3000 shares of Re. 1 each = Rs. 3000
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1. What is a holding company? |
2. What are the advantages of setting up a holding company? |
3. What is the difference between a holding company and a subsidiary? |
4. What are the accounting implications of setting up a holding company? |
5. What are the risks associated with investing in a holding company? |
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