Textual Learning Material - Module 2
Textual Learning Material - Module 2
Textual Learning Material - Module 2
Objectives
After studying this unit, you should be able to:
Understand the Issues and problems with special reference to published
financial statements
Explain the Developments in External Reporting,
Discuss the Corporate Governance
2.1 Introduction
Notes Corporate financial reporting is not only to show the financial statements of corporate
but it includes to highlight important financial data and to show the application of
financial policy. A good financial reporting will show true financial position of company.
Company can save from hidden losses, if its accountant highlights critical points in it. In
this way, it is helpful tool to investors for better decision making.
Notes
The balance sheet shows the company's financial situation on a particular date,
generally the last day of the financial year. It lists the company's assets, its liabilities and
Notes shareholders' funds. Business's assets include debtors as it is assumed that these will
be paid. There are several tapes of assets. Current assets include 1.cash in the bank;
2.securities: investments in other companies; 3.stocks or raw materials, unfinished
goods and finished goods that are going to be sold; 2. Debtors, money owed to the
company by the customers. Fixed or tangible assets are equipment, machinery,
buildings, land. And intangible assets: things which you cannot see - goodwill, company
brands.
Liabilities include creditors, as these will have to be paid. These are debts to
suppliers, lenders, the tax authorities. Debts that have to be paid within a year are
current liabilities, and those payable in more than a year are long-term liabilities, for
example bank loans.
In order to examine the existing financial reporting requirements of the various
types of reporting entities in Australia, the task force agreed to map out the various
reporting schemes applicable to entities. These include requirements under
the Corporations Act 2001, cooperatives financial reporting requirements, not for profit
reporting requirements etc. The Secretary received information on the various reporting
requirements that the members were aware of and consequently a mapping study of
the various regulators, reporting regimes, and how they interrelate was undertaken.
PricewaterhouseCoopers voluntarily assisted the work of the task force by undertaking
the mapping exercise and reporting on progress during the project.
While undertaking the mapping study, it was noted that the various regulatory
regimes often imposed overlapping reporting requirements on entities, which may or
may not be tailored for the entities they apply to. It was suggested that one way to deal
with this is to establish a platform which they can consult, prior to imposing reporting
requirements on entities.
PricewaterhouseCoopers (PwC) also shared their observations relating to the
mapping work being undertaken on reporting requirements, namely that there were
divergent:
reporting requirements across the different layers of Government;
assurance requirements, especially in relation to the use of Registered Company
Auditors; and
accounting standard requirements, especially in relation to General Purpose
Financial Reporting (GPFR);
… With no consistent justification, in terms of either entity risk profile or
accountability.
The Taskforce agreed that addressing the complexity of financial reporting
requirements would require long term action; however it remained important that the
Taskforce consider how to streamline reporting requirements, such as:
Managing complexity within legislation, such as through having a centralized
reference point for guidance for legislators when they wish to include accounting
and auditing requirements, to minimize the likelihood of inappropriate or
inconsistent references;
Streamlining existing reporting requirements; and
Developing a framework for new regulation, defining appropriate reporting
requirements depending upon an entity’s risk profile and public accountability and
the likely users of an entity’s financial reports.
AASB’s research findings: The Taskforce considered how it should recommend
that the FRC respond to the AASB’s research findings into the use of Special Purpose
Financial Reporting (SPFR). The Committee was advised that ASIC has also done
3. That the Financial Reporting Council perform a further exercise benchmarking the
requirements of Australia against other jurisdictions; for example, New Zealand,
Notes Singapore, the US and Canada in determining reporting requirements for non-listed
entities, to further inform the following recommendations.
4. As a short term project, to improve clarity and consistency of requirements, the
Federal Government consider the current small/large thresholds with a view to
determining the appropriate threshold level at which such entities should be
required to lodge publicly available financial reports and would be required to
prepare GPFRs.
5. As a longer term project in order to respond to the existing complexity of the
financial reporting arrangements that the Federal and State Governments jointly
(possibly through a COAG process) be asked to undertake a project to consider the
following policy issues regarding entities which need to lodge financial reports on
the public record.
(a) Who is required to lodge formal financial reports on the public record both in
terms of the nature of the organization and the size, and what is the reason for
which these financial reports need to be publicly available, and what level of
attestation is appropriate (for example, audit or review or none).
(b) What is required to be reported on in these financial reports, with the
expectation that those entities required to lodge publicly should lodge GPFRs.
This would remove the application of the reporting entity concept at the user
level, providing greater clarity and consistency. This is also likely to mean the
criteria for public lodgement should be based on objective criteria such as size
and type of entity. If financial reports do not need to be lodged publicly then the
financial reporting should be specific to the purpose for which the information is
required. In the rare circumstances where some form of financial information is
considered necessary to be publicly available, but GPFRs are considered too
onerous, what the reporting requirements might be.
(c) Where the appropriate level of assurance is a review who may perform such
services.
6. The Financial Reporting Council thanks PricewaterhouseCoopers for its
considerable pro bono assistance in furthering the work of the Financial Review
Task Force.
Attachment A
Terms of Reference
The key objective of the Taskforce is to provide policy advice to the Financial Reporting
Council (FRC) in respect of the following:
To examine how the current financial reporting regimes for the various types of
reporting entities in Australia can best be understood and, if needed, make
recommendations regarding rationalization of the regimes (for example, through better
regulation of who needs to report and/or providing a vehicle for coordinating existing
and new legislation).
The Taskforce may consider the following matters:
1. What are the financial reporting and assurance requirements that are currently in
place in Australia as they apply to the different types of entities that are required to
have publicly available reports (for example, companies, managed schemes,
government departments and organizations, indigenous corporations, associations,
unincorporated ventures, co-operatives, superannuation funds, trusts, charitable
and not for profit organizations, trust funds etc.)?
2. How can these financial reporting and assurance requirements and the framework
in which they rest be best categorized, understood and communicated?
Attachment B
Background
The Financial Report Taskforce (FRTF) was established in response to one of the
recommendations made by the Managing Complexity Taskforce — that the FRC
examine how the current financial reporting regime for the various types of reporting
entities in Australia can be best explained and understood, and if needed, seek
rationalization of the regime (for example, through further deregulation of who needs to
report.
The FRC Members of the Taskforce are Ross Barker (Chair), Andrew
Fleming (retired during the term of the task force), Merran Kelsall, Ian Laughlin,
Ian Purchas, Kris Peach (joined the committee following the retirement of K.
Stevenson) and Kevin Stevenson (retired during the term of the task force). The
non FRC members of the Taskforce are Kevin Neville (Director and Head of
External Audit and Assurance Division, Moore Stephens) and Susan Pascoe
(Commissioner of the Australian Charities and Not for-profits Commission).
Margot Le Bras, partner of PricewaterhouseCoopers and Masha Marchev, a
senior accountant at PricewaterhouseCoopers, also attended meetings as
required, to report on the mapping exercise.
Notes
Meetings
The FRTF committee met six times during February 2013 and May 2014. The meetings
were conducted at the Bourke Street, Melbourne office of the Australian Accounting
Standards Board (AASB). Members attended in the meeting in person and via
teleconference. The meetings were chaired by Ross Barker and APS officers from the
Markets Group, Commonwealth Treasury assisted with the Secretariat role.
2.3.1 Ownership
A holding company buys, absorbs or otherwise obtains a majority percentage of stock in
another company, which becomes known as its subsidiary. Typically, a holding
company must control 50 percent or more of a company’s stock before it's considered a
subsidiary. Holding companies may also own other holding companies — in this case,
they're known as top holding companies. The holding company has all rights and
responsibilities of ownership for its subsidiaries. The subsidiaries, while not
independently owned, often continue to operate as individual entities, though major
corporate decisions are made by the holding company.
2.3.2 Management
A holding company directs the management and operations of the subsidiaries it owns
and maintains the authority to add or remove board members, directors and other key
management and personnel. A holding company may have strict managerial control or
may allow subsidiaries to act with some level of autonomy for day-to-day business
operations, including lower- and midlevel hiring and certain budgeting decisions.
Illustration 1:
H. Ltd. acquired 4,000 shares of S. Ltd. on 1.1.2000.
Notes
Notes
Illustration 2:
Parent Ltd. acquired 6,000 equity shares of Rs.10 each in Subsidiary Ltd. on Dec.31,
2000.
The summarized Balance Sheets of Parent Ltd. and Subsidiary Ltd. as on that date
were:
Notes
Notes
Illustration 3:
The Balance Sheets of H. Ltd. and S. Ltd. as at 19………………………..are:
S. Ltd. has a credit balance of Rs. 40,000 in the General Reserve when H. Ltd.
acquired share in S. Ltd. S. Ltd. capitalised Rs. 20,000 out of profits earned after the
acquisition of its shares by H. Ltd. by making a bonus issue of one share for every five
shares held. Prepare a consolidated Balance Sheet as at 19……………………
Notes
Illustration 4:
From the following Balance Sheets of H. Ltd. and its subsidiary S. Ltd.
drawn up at 31.12.1999, prepare a Consolidated Balance Sheet as at that
date, having regard to the following:
1. Reserve and Profit and Loss Account (Cr.) of S. Ltd. stood at Rs. 25,000 and Rs.
15,000, respectively, on the date of acquisition of its 80% shares held by H. Ltd. on
1.1.1999, and’
2. Machinery (Book value Rs. 1,00,000) and Furniture (Book value Rs. 20,000) of S.
Ltd. were revalued at Rs. 1,50,000 and Rs. 15,000, respectively, for the purpose of
fixing the price of its shares, there was no purchase or sale of these assets since
the date of acquisition.
Notes
Notes
Illustration 5:
The following are the Balance Sheets of H. Ltd. and its subsidiary S. Ltd. as at
31.12.1999
Notes
2. When Preference Shares are Held by the Holding Company: When preference
shares of subsidiary company are held by the holding company, the treatment will
be the same as in the case of equity shares, i.e., the paid-up value will be deducted
from the cost of shares. The difference (between the cost price and paid-up value),
if any, will represent cost of control which will be added with cost of control that is
derived from the equity shares. But if the subsidiary company issues these shares
either at a discount or at a premium, the same will not be adjusted against Cost of
Control/Goodwill but will be incorporated with the cost of preference shares.
The preference dividend accrued to the date of acquisition will be adjusted against
Goodwill/Cost of Control. But the dividend which has accrued from the date of
Notes
(f) Dividends
1. Ordinary: It is quite natural that the holding company will receive dividend from the
subsidiary company since the former has acquired the major portion of shares. It
may be stated that such dividend may be paid by the subsidiary company out of (i)
Pre-acquisition Profit, or (ii) Post-acquisition Profit.
(a) If dividends are paid out of Pre-acquisition Profit: If the dividend has been
distributed out of Capital Profit/Pre-acquisition Profit and has already been
credited by the Profit and Loss Account of holding company, in that case, Profit
and Loss Account should be debited and Investment Account should be
credited in order to make proper reconciliation for the Consolidated Balance
Sheet. In short, such dividend (only holding company’s share) will be adjusted
against Goodwill or Capital Reserve and the same also will be deducted from
the Consolidated Profit and Loss Account in the Consolidated Balance Sheet.
To Sum up:
1. Deduct the amount of dividend (holding company’s share) while
computing Goodwill or Capital Reserve; and
2. Deduct the same also from Consolidated Profit and Loss Account in the
Consolidated Balance Sheet, which appears in the Liability side.
Illustration 7:
Holders Ltd. acquired 4,000 shares of Rs. 10 each, on 30.6.2,000, for Rs. 52,000 in
Subs. Ltd. Holders Ltd. received 10% dividend for 1999, but the dividends, as received,
has been credited to Profit and Loss Account of Holders Ltd.
The following are the Balance Sheets as at 31.12.2000:
Notes
(b) If dividends are paid out of Post-acquisition Profit: If dividend has been
paid by the subsidiary company out of current profit and is received by the
holding company, the same will be treated as an income from investment and
should be credited to Profit and Loss Account of holding company.
basically includes the financial position and performance and their impact on the
financial resources provided by their stakeholders.
Notes
In the last century, the usual external reports could have been five to 10 pages. The
dynamics of the economic landscape have driven the expectations of stakeholders and
the public, in general, to expand reports beyond the traditional type. More and more, the
basic financial report has been supplemented by non-financial information to better
inform the readers of the financial reports. Thus, external reports of more than 10 times
the pages of the traditional reports are no longer unusual.
Among the significant developments in the recent past that have led to the shifts in
reporting are
the Global Reporting Initiative (GRI);
the United Nations (UN) Global Compact;
the World Business Council for Sustainable Development (WBCSD);
the UN-supported Principles for Responsible Investment (PRI); and
The UN Global Sustainable Stock Exchange Initiative (SSE) on Environmental
Social and Governance (ESG) disclosures.
In response to the foregoing trends, the International Integrated Reporting Council
(IIRC) was created.
The International Federation of Accountants’ (IFAC) Small and Medium Practices
Committee is developing implementation guideposts on integrated reporting for small-
and medium-sized entities. From the standards setters, the International Auditing &
Assurance Standards Board (IAASB) created the Integrated Reporting Working Group
(IRWG) to respond effectively to developments in external reporting for public interest.
In July 2015 the IRWG published Exploring Assurance on Integrated Reporting and
Other Emerging Developments in External Reporting to inform stakeholders about
ongoing work in this area.
The paper essentially covered the following:
The evolving nature of emerging external reporting (EER) (that indicates an
expectation for wider information and it is reflected in the various EER frameworks
being developed);
The developing call for action to support credibility and trust (this is not limited to
assurance services but includes enhancing credibility and trust through effective
governance and control); and
The flexibility in “external assurance” as reporting frameworks evolve.
The discussion paper is a work in progress, awaiting the inputs from the IAASB and
IAASB CAG. Related existing standards and practices will be reckoned with. There will
be the usual exposure of the paper with comment period estimated at, say, 100 days.
As in any standard setting exercise, there are a lot of issues to be considered, and
continuing dialogues with parties of interest are imperatives. With the shifting economic
landscape and emerging expectations, the journey toward meeting expectations on
emerging external reporting will not be an easy ride. Rather, challenges abound and
collective efforts among all concerned parties are necessary. May those involved and to
be involved do not lose sight of the very reason behind all the changes in external
reporting—to better inform the readers/users of reports and for public interest.
External reporting requires an entity to provide well documented reports that can be
circulated amongst the public and stockholders. Such a report does not include
confidential information about the organization unless it is important to achieve a
specific purpose. External reporting is also about furnishing shareholders and public
with finance related information on a periodic basis in order to assist decision and
control related process.
Boards are often comprised of inside and independent members. Insiders are major
shareholders, founders and executives. Independent directors do not share the ties of
Notes the insiders, but they are chosen because of their experience managing or directing
other large companies. Independents are considered helpful for governance, because
they dilute the concentration of power and help align shareholder interest with those of
the insiders.
2.6 Summary
The concept of corporate financial reporting has gained much significance due to the
expansion and growth of company form of organization, increased competition and
increase in the information needs of the users (Singh, 2005) The corporate financial
reporting is a system of communication between the management and the user-groups
of the financial statements; in order to report the results of the business activities of a
corporate enterprise and also to demonstrate the credibility, accountability and reliability
of its working (Saeed,1990) Kohler’s dictionary for accountants defines it as an
explanation or exhibit attached to a financial statement, or embodied in a report
containing a fact, opinion or detail required or helpful in the interpretation of the
statement or report (Cooper and Ijiri, 1984). As per American Accounting Association
the financial reporting is the movement of information from the private domain (i.e.
inside information) into the public domain. It is a process through which an entity
communicates with the outside world (Chandra, 1974).
The subject of financial reporting has gained significance during the recent years
because of various compelling factors, such as the expansion and growth of the
company form of organization; shift in the emphasis from the concept of ‘shareholders’
to ‘stakeholders’ and increase in their informational needs; the enactments and
amendments in disclosure laws in various countries; professionalism of management;
emergence of accounting as a recognized profession; and the pronouncements on
disclosure made by various professional accounting bodies in India and abroad
(Chander,1992). A series of scandals that have rocked the financial markets and
shaken investor confidence have further increased the importance of financial reporting.
There is a general consensus among professionals that a disclosure should be full, fair
and adequate. Full disclosure requires that financial statements should be designed and
prepared to portray accurately the economic events that affected the firm for the period
and to contain information sufficient to make them useful and not misleading to the
average investor (Porwal, 1989). The need for adequate, fair and full disclosure is
irrefutable in a free enterprise economy. One can’t over-emphasize the importance of
availability of information in investment decisions. It assists the investors in selecting the
best portfolio for their investment (Lal, 1985). In the absence of adequate information
investors would not be in a position to make wise investment decisions, because it will
be difficult to distinguish between potentially successful and unsuccessful business.
(Chander, 1992)
Besides investors, disclosure is significant from the point of view of large number of
other potential users. Such potential users include, present and prospective investors,
lenders, suppliers, creditors, employees, management, customers, financial analysts
hour they work. The salaries continue to accrue until payday when the accrued
expense of the salaries is eliminated.
Notes Amortize: to charge a regular portion of an expenditure over a fixed period of time.
For example if something cost $100 and is to be amortized over ten years, the
financial reports will show an expense of $10 per year for ten years. If the cost were
not amortized, the entire $100 would show up on the financial report as an expense
in the year the expenditure was made. (See entries on Expenditure and Expense.)
Audit: a careful review of financial records to verify their accuracy.
Bad debts: amounts owed to a company that are not going to be paid. An account
receivable becomes a bad debt when it is recognized that it won't be paid.
Sometimes, bad debts are written off when recognized. This is an expense.
Sometimes, a reserve is set up to provide for possible bad debts. Creating or
adding to a reserve is also an expense.