Unit 5: Ind As 111: Joint Arrangements
Unit 5: Ind As 111: Joint Arrangements
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UNIT 5:
IND AS 111: JOINT ARRANGEMENTS
A Ltd. and B Ltd. incorporated a new entity AB Ltd. The articles of association of AB Ltd. defines
the terms of contractual arrangements between A Ltd. and B Ltd.
The contractual arrangement describes the terms of arrangement between the two or more parties
that are involved in the activity that is subject of the arrangement. The contractual arrangement
generally deals with such matters as:
How the members of the board of directors, or equivalent governing body, of the joint
arrangement, are appointed.
How the parties share assets, liabilities, revenues, expenses or profit or loss relating to the
joint arrangement
In order to assess the joint control, an entity that is a party to an arrangement should first assess
that whether the contractual arrangement gives all the parties or a group of the parties control
over the arrangement. Control assessment will be done based on the guidance given in
Ind AS 110 (which is discussed in Unit 3). Accordingly, all the principles of control assessment,
some of which are summarised below, would be relevant while doing the assessment of joint
control by the parties:
Power over the relevant activities of the investee
o Power with and without voting rights
o Potential voting rights
o Rights to appoint Key Managerial Personnel
o De-facto control
o Purpose and design of the investee
o Contractual arrangements
o Special relationship with investor and investee
Exposure to returns
Ability to use the power to affect the returns of the investee
Hence, if all the parties or a group of parties to a contractual arrangement (considered
collectively) have power, exposure to returns and ability to use that power to affect the returns of
the arrangement then the parties have control over the arrangement collectively.
The flowchart below can be used as a visual aid to remember the aforementioned concepts in
brief:
Is there a contractual arrangement?
No
Yes
Are all or group of parties to the arrangement required to act
No together to direct the relevant activities?
Yes
Please remember: In a joint arrangement, no single party controls the arrangement on its own.
That is because, by definition, a party with joint control can prevent other parties from controlling
the arrangement.
Following are some of the illustrations for doing assessment of joint control.
(One should keep in mind that the illustrations on control assessment discussed in Unit 3 would
also be equally relevant for doing assessment of joint control).
Illustration 1: Joint control
ABC Ltd. and DEF Ltd. have entered into a contractual arrangement to manufacture a product and
sell that in retail market. As per the terms of the arrangement, decisions about the relevant
activities require consent of both the parties. The parties share the returns of the arrangement
equally amongst them. Whether the arrangement can be treated as joint arrangement?
Solution:
The arrangement is a joint arrangement since both the parties are bound by the contractual
arrangement and the decisions about relevant activities require unanimous consent of both the
parties.
*****
Sometimes the decision-making process that is agreed upon by the parties in their contractual
arrangement implicitly leads to joint control. This is explained in below illustrations:
Illustration 2: Implicit joint control
PQR Ltd. and XYZ Ltd. established an arrangement in which each has 50% of the voting rights
and the contractual arrangement between them specifies that at least 51% of the voting rights are
required to make decisions about the relevant activities. Whether the arrangement can be treated
as joint arrangement?
Solution:
In this case, the parties have implicitly agreed that they have joint control of the arrangement
because decisions about the relevant activities cannot be made without both parties agreeing.
*****
Illustration 3: Implicit joint control
A Ltd., B Ltd. and C Ltd. established an arrangement whereby A Ltd. has 50% of the voting rights
in the arrangement, B Ltd. has 30% and C has 20%. The contractual arrangement between A Ltd.,
B Ltd. and C Ltd. specifies that at least 75% of the voting rights are required to make decisions
about the relevant activities of the arrangement. Whether the arrangement can be treated as joint
arrangement?
Solution:
In this case, even though A can block any decision, it does not control the arrangement because it
needs the agreement of B. The terms of their contractual arrangement requiring at least 75% of
the voting rights to make decisions about the relevant activities imply that A Ltd. and B Ltd. have
joint control of the arrangement because decisions about the relevant activities of the arrangement
cannot be made without both A Ltd. and B Ltd. agreeing.
*****
Apart from the above mentioned situations of implicit joint control, there can be other
circumstances where the contractual arrangement requires a minimum proportion of the voting
rights to make decisions about the relevant activities. When that minimum required proportion of
the voting rights can be achieved by more than one combination of the parties agreeing together,
that arrangement is not a joint arrangement unless the contractual arrangement specifies which
parties (or combination of parties) are required to agree unanimously to decisions about the
relevant activities of the arrangement. This is explained in below illustrations:
Illustration 4: Explicit joint control
An arrangement has three parties: X Ltd. has 50% of the voting rights in the arrangement and
Y Ltd. and Z Ltd. each have 25%. The contractual arrangement between them specifies that at
least 75% of the voting rights are required to make decisions about the relevant activities of the
arrangement. Whether the arrangement can be treated as joint arrangement?
Solution:
In this case, even though X Ltd. can block any decision, it does not control the arrangement
because it needs the agreement of either Y Ltd. or Z Ltd. In this question, X Ltd., Y Ltd. and Z Ltd.
collectively control the arrangement. However, there is more than one combination of parties that
can agree to reach 75% of the voting rights (i.e. either X Ltd. and Y Ltd. or X Ltd. and Z Ltd.). In
such a situation, to be a joint arrangement the contractual arrangement between the parties would
need to specify which combination of the parties is required to agree unanimously to decisions
about the relevant activities of the arrangement.
*****
Illustration 5: Explicit joint control
An arrangement has A Ltd. and B Ltd. each having 35% of the voting rights in the arrangement
with the remaining 30% being widely dispersed. Decisions about the relevant activities require
approval by a majority of the voting rights. Whether the arrangement can be treated as joint
arrangement?
Solution:
A Ltd. and B Ltd. have joint control of the arrangement only if the contractual arrangement
specifies that decisions about the relevant activities of the arrangement require both A Ltd. and
B Ltd. agreeing.
*****
The above illustrations also highlight that it is not necessary that all the parties in an arrangement
should have joint control to form a joint arrangement. Some party or parties may be participating in the
joint arrangement but may not be having joint control of that joint arrangement. That is the reason the
word “or” has been used between the words “all” and “group of parties” in the flowchart given earlier.
Following are some further illustrations on assessment of whether a joint arrangement exists or
not:
Illustration 6: Joint control through board representation
Electronics Ltd. is established by two investors R Ltd. and S Ltd. The investors are holding 60%
and 40% of the voting power of the investee respectively.
As per the articles of association of Electronics Ltd., both the investors have right to appoint
2 directors each on the board of Electronics Ltd. The directors appointed by each investor will act
in accordance with the directions of the investor who has appointed such director. Further, articles
of association provides that the decision about relevant activities of the entity will be taken by
board of directors through simple majority.
Determine whether Electronics Ltd. is controlled by a single investor or is jointly controlled by both
the investors.
Solution:
The decisions about relevant activities are required to be taken by majority of board of directors.
Hence, out of the 4 directors, at least 3 directors need to agree to pass any decision. Accordingly,
the directors appointed by any one investor cannot take the decisions independently without the
consent of at least one director appointed by other investor. Hence, Electronics Ltd. is jointly
controlled by both the investors. R Ltd. holding majority of the voting rights is not relevant in this
case since the voting rights do not given power over the relevant activities of the investee.
*****
Illustration 7: Chairman with casting vote
MN Software Ltd. is established by two investors M Ltd. and N Ltd. Both the investors are holding
50% of the voting power each of the investee.
As per the articles of association of MN Software Ltd., both the investors have right to appoint
2 directors each on the board of the company. The directors appointed by each investor will act in
accordance with the directions of the investor who has appointed such director. The decision about
relevant activities of the entity will be taken by board of directors through simple majority. Articles
of association also provides that M Ltd. has right to appoint the chairman of the board who will
have right of a casting vote in case of a deadlock situation.
Determine whether MN Software Ltd. is jointly controlled by both the investors.
Solution:
The decisions about relevant activities are required to be taken by majority of board of directors.
Hence, out of the 4 directors, at least 3 directors need to agree to pass any decision. Accordingly,
the directors appointed by any one investor cannot take the decisions independently without the
consent of at least one director appointed by other investor. However, the chairman of the board has
right for a casting vote in case of a deadlock in the board. Hence, M Ltd. has the ability to take
decisions related to relevant activities through 2 votes by directors and 1 casting vote by chairman of
the board. Therefore, M Ltd. individually has power over MN Software Ltd. and there is no joint
control.
*****
Illustration 8: Equal voting rights but no joint control
ABC Ltd. is established by two investors AB Ltd. and BC Ltd. Each investor is holding 50% of the
voting power of the investee.
As per the articles of association of ABC Ltd., AB Ltd. and BC Ltd. have right to appoint 3 directors
and 2 directors respectively on the board of ABC Ltd. The directors appointed by each investor will
act in accordance with the directions of the investor who has appointed such director. Further,
articles of association provides that the decision about relevant activities of the entity will be taken
by board of directors through simple majority.
Determine whether ABC Ltd. is jointly controlled by both the investors.
Solution:
The decisions about relevant activities are required to be taken by majority of board of directors.
Hence, out of the 5 directors, at least 3 directors need to agree to pass any decision. Accordingly,
the directors appointed by AB Ltd. can take the decisions independently without the consent of any
of the directors appointed by BC Ltd. Hence, ABC Ltd. is not jointly controlled by both the
investors. Equal voting rights held by both the investors is not relevant in this case since the voting
rights do not given power over the relevant activities of the investee.
*****
Illustration 9: Joint control over specific asset
X Ltd. and Y Ltd. entered into a contractual arrangement to buy a piece of land to construct
residential units on the said land and sell to customers.
As per the arrangement, the land will be further divided into three equal parts. Out of the three
parts, both the parties will be responsible to construct residential units on one part each by taking
decision about relevant activities independently and they will entitled for the returns generated
from their own part of land. The third part of the land will be jointing managed by both the parties
requiring unanimous consent of both the parties for all the decision making.
Determine whether the arrangement is a joint arrangement or not.
Solution:
The two parts of the land which are required to be managed by both the parties independently on
their own would not fall within the definition of a joint arrangement. However, the third part of the
land which is required to be managed by both the parties with unanimous decision making would
meet the definition of a joint arrangement.
*****
The following flow chart summarises the requirements of assessing joint control:
When an arrangement is outside the scope of Ind AS 111, an entity accounts for its interest in the
arrangement in accordance with relevant Ind AS, such as Ind AS 110, Ind AS 28 or Ind AS 109.
If facts and circumstances change, an entity shall reassess whether it still has joint control of the
arrangement.
As mentioned above, for classification of a joint arrangement between joint operation and joint venture,
the parties shall assess their rights and obligations arising from the arrangement. When making that
assessment, an entity shall consider the structure of the joint arrangement. Further, if the joint
arrangement is structured through a separate vehicle then the entity shall consider the following.
The terms of the
The legal form of the When relevant, other
contractual
separate vehicle facts and circumstances
arrangement
Each of the above factors are discussed below in detail. If facts and circumstances change, an
entity shall reassess whether its earlier conclusion on the type of joint arrangement has changed.
5.4.1 Assessment of whether a joint arrangement is a joint operation or
a joint venture
When assessing whether a joint arrangement is a joint operation or a joint venture, an entity
should first determine whether the joint arrangement is structured through a separate vehicle or
not. Some joint arrangements are not structured through a separate vehicle and some joint
arrangements are structured through a separate vehicle.
A separate vehicle is defined in Ind AS 111 as a separately identifiable financial structure,
including separate legal entities or entities recognised by statute, regardless of whether those
entities have a legal personality. Examples of a separate vehicle include partnership, company,
trust, association of persons, government authority, etc.
Below chart summarise the classification of a joint arrangement based on the structure of the
arrangement.
Solution:
The arrangement is a joint operation since the arrangement is not structured through a separate
vehicle.
*****
5.4.1.2 Joint arrangements structured through a separate vehicle
A joint arrangement in which the assets and liabilities relating to the arrangement are held in a
separate vehicle can be either a joint venture or a joint operation.
As mentioned earlier, when the joint arrangement is structured through a separate vehicle, an
entity should consider i) legal form of the separate vehicle, ii) the terms of the contractual
arrangement and, when relevant, iii) any other facts and circumstances to assess whether the
arrangement is a joint venture or a joint operation. Each of these factors are further explained
below.
5.4.1.2.1 The legal form of the separate vehicle
The legal form of the separate vehicle is relevant when assessing the type of joint arrangement.
For example, there may be a situation where the legal form of a separate vehicle causes the
separate vehicle to be considered in its own right (i.e. 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). In such case, the legal form of the separate vehicle indicates that the
arrangement is a joint venture.
If the legal form of the separate vehicle indicates that the arrangement is a joint venture then the
entity should further evaluate the terms of contractual arrangements and any other relevant facts
and circumstance to see whether those factors indicate that the arrangement is a joint operation or
not. However, if the legal form indicates that the arrangement is a joint operation (i.e. in a situation
where the legal form does not confer separation between the parties and the separate vehicle)
then there is no need to evaluate any other factor and the arrangement is concluded to be a joint
operation.
Illustration 16: Legal form indicates the arrangement to be a joint venture
Entity X and Entity Y are engaged in the business of Engineering, Procurement and Construction
(EPC) for its customers. Both the parties have jointly won a contract from a customer for executing
an EPC contract and for that the parties have established a new entity XY Ltd. The contract will be
executed through XY Ltd.
All the assets required for the execution of the contract will be acquired and liabilities relating to
the execution will be incurred by XY Ltd. in its own name. Entity X and entity Y will have share in
the net profits of XY Ltd. in the ratio of their shareholding i.e. 50% each. Assuming that the
arrangement meets the definition of a joint arrangement, determine whether the joint arrangement
is a joint operation or a joint venture?
Solution:
The legal form of the separate vehicle is a company. The legal form of the separate vehicle causes
the separate vehicle to be considered in its own right. Hence, it indicates that the arrangement is a
joint venture. In this case, the parties should further evaluate the terms of contractual
arrangements and other relevant facts and circumstance to conclude whether the arrangement is a
joint venture or a joint operation.
*****
Illustration 17: Legal form indicates the arrangement to be a joint operation
Two entities have established a partnership firm with each party having 50% share in the net
profits of the firm. Assuming that the arrangement meets the definition of a joint arrangement,
determine whether the joint arrangement is a joint operation or a joint venture?
Solution:
In this case, the parties to the arrangement should evaluate whether the legal form creates
separation between the partners and the partnership firm. If the parties conclude that they have
rights in the assets and obligations for the liabilities relating to the partnership firm then this would
be a joint operation. If the assessment of legal form of the partnership firm indicates that the firm
is a joint operation then there is no need to evaluate any other factors and it is concluded that the
partnership firm is a joint operation.
*****
5.4.1.2.2 Assessing the terms of the contractual arrangement
Generally, the rights and obligations conferred through contractual arrangement are consistent
with the rights and obligations conferred by the legal form of the separate vehicle. However, in
some case the contractual arrangement alters the rights and obligations conferred by the legal
form of the separate vehicle.
If the contractual arrangement indicates that the arrangement is a joint operation then there is no need to
evaluate any other facts and circumstances and the arrangement is concluded to be a joint operation.
Illustration 18: Assessing the terms of the contractual arrangement
Continuing with the illustration 16 above, assume that Entity X and Entity Y have entered into a
separate agreement whereby they have agreed that each party has an interest in the assets of the
XY Ltd. and each party is liable for the liabilities of XY Ltd. in a specified proportion. Determine
whether the joint arrangement is a joint operation or a joint venture?
Solution:
In this case, the terms of the separate agreement may cause the arrangement to be a joint operation.
*****
The following table provides some examples (not an exhaustive list) of some common terms
present in contractual arrangements of parties to a joint operation and a joint venture:
required by the parties for their own, individual manufacturing processes. The arrangement
ensures that the parties operate the facility that produces the materials to the quantity and quality
specifications of the parties. The legal form of Entity A (an incorporated entity) through which the
activities are conducted initially indicates that the assets and liabilities held in Entity A are the
assets and liabilities of Entity A. The contractual arrangement between the parties does not specify
that the parties have rights to the assets or obligations for the liabilities of Entity A. There are
following other relevant facts and circumstances applicable in this case:
• The parties agreed to purchase all the output produced by Entity A in a ratio of 50:50. Entity
A cannot sell any of the output to third parties, unless this is approved by the two parties to
the arrangement. Because the purpose of the arrangement is to provide the parties with
output they require, such sales to third parties are expected to be uncommon and not
material.
• The price of the output sold to the parties is set by both parties at a level that is designed to
cover the costs of production and administrative expenses incurred by Entity A. On the basis
of this operating model, the arrangement is intended to operate at a break-even level.
Based on the above fact pattern, determine whether the arrangement is a joint operation or a joint
venture?
Solution:
The legal form of Entity A and the terms of the contractual arrangement indicate that the
arrangement is a joint venture. However, the other relevant facts and circumstances mentioned
above indicates that:
• the obligation of the parties to purchase all the output produced by Entity A reflects the
exclusive dependence of Entity A upon the parties for the generation of cash flows and, thus,
the parties have an obligation to fund the settlement of the liabilities of Entity A.
• the fact that the parties have rights to all the output produced by Entity A means that the parties
are consuming, and therefore have rights to, all the economic benefits of the assets of Entity A.
These facts and circumstances indicate that the arrangement is a joint operation. The conclusion
about the classification of the joint arrangement in these circumstances would not change if,
instead of the parties using their share of the output themselves in a subsequent manufacturing
process, the parties sold their share of the output to third parties.
If the parties changed the terms of the contractual arrangement so that the arrangement was able
to sell output to third parties, this would result in Entity A assuming demand, inventory and credit
risks. In that scenario, such a change in the facts and circumstances would require reassessment
of the classification of the joint arrangement. Such facts and circumstances would indicate that the
arrangement is a joint venture.
*****
The following flow chart summarises the above principles an entity should follow to classify an
arrangement when the joint arrangement is structured through a separate vehicle:
Balance sheet
Liabilities ` Assets `
Capital 1,50,000 Machinery 2,50,000
Bank Loan 75,000 Cash 50,000
Other Loan 75,000
3,00,000 3,00,000
How should P record in its financial statements its rights and obligations in PQ?
Solution:
Under Ind AS 111, P should record the following in its financial statements, to account for its rights
in the assets of PQ and its obligations for the liabilities of PQ.
Machinery 2,50,000
Cash 25,000
Capital 75,000
Bank Loan 75,000
Other Loan 37,500
*****
Illustration 22: Accounting of interest in joint operation
AB Ltd. and BC Ltd. have established a joint arrangement through a separate vehicle PQR. The
legal form of the separate vehicle does not confer separation between the parties and the separate
vehicle itself. Thus, both the parties have rights to the assets and obligations for the liabilities of
PQR. As neither the contractual terms nor the other facts and circumstances indicate otherwise, it
is concluded that the arrangement is a joint operation and not a joint venture.
Both the parties own 50% each of the equity interest in PQR. However, the contractual terms of
the joint arrangement state that AB Ltd. has the rights to all of Building No. 1 owned by PQR and
the obligation to pay all of the debt owned by PQR to a lender XYZ. AB Ltd. and BC Ltd. have
rights to all other assets of PQR and obligations for all other liabilities of PQR in proportion of their
equity interests (i.e. 50% each)
PQR’s balance sheet is as follows:
Balance sheet
Liabilities ` Assets `
Debt owed to XYZ 240 Cash 40
Employee benefit plan obligation 100 Building 1 240
Equity 140 Building 2 200
480 480
How should AB Ltd. record in its financial statements its rights and obligations in PQR?
Solution:
Under Ind AS 111, AB Ltd. should record the following in its financial statements, to account for its
rights in the assets of PQR and its obligations for the liabilities of PQR.
`
Assets
Cash 20
Building 1 * 240
Building 2 100
Liabilities
Debt (third party) ^ 240
Employee benefit plan obligation 50
Equity 70
* Since AB Ltd. has the rights to all of Building No. 1, it records the amount in its entirety.
^ AB Ltd. has obligation for the debt owed by PQR to XYZ in its entirety
*****
*****
When above transactions provide evidence of a reduction in the net realisable value of the
assets to be sold or contributed to the joint operation, or of an impairment loss of those assets,
those losses shall be recognised fully by the joint operator.
5.5.3 Accounting for purchases of assets from a joint operation in separate
and consolidated financial statement of joint operator
When a joint operator purchases any asset from the joint operation, it shall not recognise its
share of the gains and losses until it resells those assets to a third party.
Illustration 24: Accounting for purchases of assets from a joint operation
A Ltd. is one of the parties to a joint operation holding 60% interest in the joint operation and the
balance 40% interest is held by another joint operator. A Ltd. has purchased an asset from the
joint operation. The carrying value of the asset in the books of joint operation was ` 100 and the
asset was actually purchased for ` 80 i.e. at a loss of ` 20. How should A Ltd. account for the
purchase of asset from joint operation in its books?
Solution:
A Ltd. should not record its share of the loss until the asset is resold to a third party.
The joint operation has sold the asset at ` 80 by incurring a loss of ` 20. Hence, A Ltd. shall
record the asset at ` 92 [Purchase price ` 80 + A Ltd.’s share in loss ` 12 (` 20 x 60%)].
Further, while accounting its interest in the joint operation, A Ltd. shall not record any share in the
loss incurred in sale transaction by the joint operation.
The journal entry for the transaction would be as follows:
Asset Dr. ` 32
To Bank ` 32
*****
When above transactions provide evidence of a reduction in the net realisable value of the
assets to be purchased or of an impairment loss of those assets, a joint operator shall recognise
its share of those losses.
5.5.4 Accounting by an entity that is a party to the joint operation but does
not have joint control
A party that participates in, but does not have joint control of, a joint operation shall also account
for its interest in the arrangement in its separate and consolidated financial statements as follows:
A party that participates in, but does not have joint control of, a joint operation – Whether the
party has rights to the assets, and obligations for the liabilities, relating to that joint operation?
Yes No
Account as per requirements mentioned Account as per the Ind ASs applicable
above for a joint operator to that interest
Whether the party has significant influence over the joint venture?
No Yes
The above requirements also apply to the formation of a joint operation if, and only if, an
existing business, as defined in Ind AS 103, is contributed to the joint operation on its formation
by one of the parties that participate in the joint operation. However, these requirements do not
apply to the formation of a joint operation if all of the parties that participate in the joint operation
only contribute assets or groups of assets that do not constitute businesses to the joint
operation.
A joint operator might increase its interest in a joint operation in which the activity of the joint
operation constitutes a business, as defined in Ind AS 103, by acquiring an additional interest in
the joint operation. In such cases, previously held interests in the joint operation are not
remeasured if the joint operator retains joint control.
A party that participates in, but does not have joint control of, a joint operation might obtain joint
control of the joint operation in which the activity of the joint operation constitutes a business as
defined in Ind AS 103. In such cases, previously held interests in the joint operation are not
remeasured.
If the transaction of acquisition of interest in the joint operation is a common control transaction
as defined in Ind AS 103 then an entity should not apply the requirements mentioned above. In
such case, the entity shall apply the accounting specified in Appendix C of Ind AS 103.