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Checklist4 min readPublished

How to test a sale-and-leaseback transaction under Ind AS 116

The procedure for testing a sale-and-leaseback transaction: whether the transfer qualifies as a sale under Ind AS 115, and how the retained right of use and any gain are measured if it does.

Testing a sale-and-leaseback transaction under Ind AS 116 starts with applying the Ind AS 115 control-transfer requirements to the sale leg before touching the lease accounting at all. If the transfer of the asset does not qualify as a sale, the entity accounts for the whole arrangement as a financing transaction and no asset derecognition or gain is recognised. If it does qualify as a sale, the seller-lessee measures the right of use it retains at the proportion of the previous carrying amount relating to that retained right, and recognises only the portion of any gain that relates to the rights transferred to the buyer-lessor.

Why the sale test comes first

Audit teams that are comfortable with lease accounting sometimes move straight to measuring the leaseback and miss that the transaction may not be a sale at all under Ind AS 115 — commonly because the seller retains an option to repurchase the asset that is more than a nominal formality, or because the arrangement effectively guarantees the buyer a minimum return. Get this threshold wrong and every subsequent number, the derecognition, the gain, the leaseback liability, is built on the wrong base.

The testing sequence

  1. 01Obtain the sale agreement and the leaseback agreement togetherThey are typically negotiated as one transaction even where documented in two contracts. Read them together; a favourable price in one is often offset in the other.
  2. 02Test whether a repurchase option exists and whether it is substantiveAn option that the seller is reasonably certain to exercise, or that transfers the asset back at other than its fair value at the exercise date, usually defeats the sale. A nominal or fair-value-at-exercise repurchase right with no reasonable certainty of exercise does not.
  3. 03Test for any guarantee of the buyer-lessor's returnA minimum resale guarantee, a residual value guarantee beyond what is ordinary for the leaseback itself, or a side arrangement that shifts risk back to the seller are all indicators that control has not actually transferred.
  4. 04Conclude on the sale question and document it as a distinct judgementThis conclusion should be reached and documented before any journal entry is tested, because it determines which of two entirely different accounting models applies.
  5. 05Where it is not a sale, trace the financing treatmentThe asset stays on the seller's books, the proceeds received are recognised as a financial liability, and the 'lease payments' are tested as debt service, not as lease payments.
  6. 06Where it is a sale, recompute the proportion of the asset retainedThe right-of-use asset retained is measured as the proportion of the previous carrying amount of the asset that relates to the right of use retained through the leaseback, by reference to the present value of the leaseback payments against the asset's fair value.
  7. 07Recompute the gain or loss recognisedOnly the amount relating to the rights transferred to the buyer-lessor is recognised in profit or loss. Recompute the full calculation independently rather than accepting the client's split.
  8. 08Test the leaseback itself as an ordinary leaseTerm, discount rate and payment stream are tested the same way as any other lease once the right-of-use asset and liability have been established on the basis above.
What the two outcomes look like
If it is a saleIf it is not a sale
Asset derecognisedAsset remains on the seller's books, depreciation continues
Right-of-use asset recognised for the retained portion onlyNo right-of-use asset; no lease accounting at all
Partial gain recognised, limited to rights transferredNo gain recognised; proceeds are a liability
Leaseback liability measured and tested as a leasePayments received are tested as debt service against a financial liability
What the two outcomes look like

Watch for sale-and-leaseback arrangements priced above or below the asset's fair value. Ind AS 116 requires any off-market element to be adjusted for separately — as a prepayment of lease payments if the price is below fair value, or as additional financing if it is above — and that adjustment is easy to miss when the headline sale price is accepted at face value.

How we think about this

The arithmetic that splits the gain between the portion retained and the portion transferred is deterministic once the proportions are fixed. Whether the transaction clears the Ind AS 115 sale threshold at all is a judgement about risk and control that the contract terms rarely state outright, and that judgement is the auditor's to make, not a formula's.

This is practical guidance written for audit teams, not an authoritative statement of any standard or statute. Standards, forms and timelines change. Check the current text issued by the ICAI and the relevant authority before relying on anything here in an audit file.

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