Amalgamation of Companies
Amalgamation of Companies
Absorption.
The ICAI has issued Accounting Standard 14 to deal with accounting for
amalgamation.
Amalgamation involves two types of company
i.
Transferee Company:
It means a company into which Transferor Company is amalgamated.
ii.
Transferor Company:
It means the company which is amalgamated into another company.
Amalgamation May Take Place in Any One of the Following Two Ways
i.
A new company is formed to take over the business of two or more existing
ii.
TYPES OF AMALGAMATION
i. Amalgamation in the nature of merger:
Amalgamation is in the nature of merger provided following conditions are satisfieda) All
the
assets
&
liabilities
of
the
transferor
company
become,
after
Page 1
ii.
It is a type of amalgamation, which does not satisfy any one or more of the five
conditions which are applicable to amalgamation in the nature of merger
Pulling of interest
Purchase method
method
Applicability.
Recording of
Assets &
Liabilities &
Reserves.
It is applicable in the
of an amalgamation in the
case of an
nature of merger.
amalgamation in nature
of purchase.
Assets & Liabilities
reserves except
statutory reserves of the
transferor company are
not aggregated with
those of the transferee
Page 2
Statutory
Reserves
company.
At the revised or agreed
value.
transferor company is
adjusted in general
transferee company as
goodwill or capital
may be.
Statutory reserve of the
incorporated in the
books of transferee
amalgamation Adjustment
Amalgamation
Adjustment A/c.
Purchase Consideration
For
the purpose
of Accounting
for
Amalgamation,
AS-14
defines
the
term
consideration as The aggregate of shares and other securities issued and the payment
made in the form of cash or other assets by the transferee company to the
shareholders of the transferor company.
Thus, the consideration does not include payments made to or for creditors or any
other person. Consideration implies the value agreed upon for the net assets taken
over. The amount depends on the terms of the contract between Transferor Company
and Transferee Company.
Page 3
Lump sum methodIn Lump sum method the problem may state directly the amount of purchase
consideration (PC) and there will be no need of any calculation. For e.g.- Rajesh Ltd
take over the business of Rajan Ltd for a sum of Rs. 275000.Here P.C is Rs. 275000.
Net Assets MethodUnder the net assets method, P.C is arrived at by adding agreed value of assets taken
over by the purchasing company and deducting there from agreed value of liabilities
taken over by the purchasing company.
Only those Assets & Liabilities which are taken over are considered for calculation of
P.C.
It should be noted that fictitious assets such as preliminary expenses, under writing
commission, discount on issue of shares or debentures, expenses on issue of shares or
debentures and debit balance of P&L A/c are not taken over.
Illustration:
Given below are balance sheets of A Ltd & B Ltd as on 31 st December, at which date,
the companies were amalgamated & the new company C Ltd was form.
Balance sheet
Liability
Equity Share of
A Ltd
70000
B Ltd
60000
Assets
Fixed Assets
A Ltd
85000
B Ltd
70000
Rs.10 each
Reserves
20000
40000
Current
20000
30000
10000
Assets
Misc
Current Liability
15000
10000
expenditure
1,05,000
1,10,000
1,05,000
1,10,000
Page 4
Net Assets
A Ltd
B Ltd
Fixed assets
Current assets
Total assets
Less: liabilities taken over
1,00,000
20,000
1,20,000
15,000
95,000
30,000
1,25,000
10,000
P.C
1,05,000
1,15,000
Rs
70,000
75,00,000
Page 5
75,70,000
Illustration:
Manoj Ltd is absorbed by Purvish Ltd. Given below are balance sheets of two
companies taken after revaluation of their assets on uniform basis
Manoj ltd
Purvish
Manoj ltd
Purvish
ltd
Authorized capital
Sundry
33,70,00
ltd
87,15,00
assets
Cash at
0
7,000
0
55,000
27,00,000
72,00,00
0
24,30,000
bank
60,00,00
1,10,000
8,07,000
0
1,30,000
25,70,00
30,000
0
70,000
33,77,000
87,70,00
33,77,00
87,70,00
The holders of every three shares in Manoj ltd were to receive 5 shares in Purvish ltd
plus as much cash as is necessary to adjust the rights of shareholders of both the
Page 6
Solutions:
Particulars
Total assets
Manoj ltd
33,77,000
Purvish ltd
87,70,000
Less: Liabilities
Net assets
Intrinsic value= Net assets/no. of
1,10,000
32,67,000
32,67,000/900
1,30,000
86,40,000
86,40,000/4000
equity shares
0
363
0
216
1089
(363*3)
1080
ltd(216*5)
Difference in value (1089-
1080=9)
Particulars
1. Shares: Old
:
New
3
5
9000
? (15,000)
Hence 15,000 shares * Rs. 216
2. Cash : 9000 * Rs. 9 per share
3
Purchase consideration
Rs.
32,40,000
27,000
32,67,000
Page 7
1. Realisation A/c.
2. Equity shareholders A/c.
3. Preference Shareholders A/c.
4. Cash at bank A/c.
5. Transferee Companys A/c.
6. Equity shares in Transferee Companys A/c.
7. Preference shares in Transferee Companys A/c.
Page 8
b. If payable at premium
c. If at discount
10.
Cash/Bank A/c---------------------------Dr
Ghanshyamdas Saraf College- For Private circulation only
Page 9
11.
12.
13.
14.
1. If there is profit:-
Realisation A/c---------------Dr
To equity share holders A/c
2. If it is loss
15.
Page 10
Accounting
procedure
in
the
books
of
transferee
Page 11
Page 12
3. Discharge of P.C.
a. Issue of shares at par:Liquidator
To
To
To
Page 13
4. Discharge the Liability of Transferor Company:a. Issue of Debenture at par :Debenture of transferor A/c--------Dr
To Debenture A/c
Page 14
Problem no -01
Following are the balance sheets of Rahul Ltd. and Mehul Ltd. as on 31st March, 2010.
Liabilities
Rahul Ltd
Rs
Mehul
Assets
Rahul Ltd
Ltd
Rs
Mehul
Ltd
5,00,000
Rs
3,00,000
Goodwill
Rs
50,000
fully paid
10% preference shares of Rs.
2,00,000
Building
3,00,000
4,00,000
3,00,000
Machinery
1,00,000
90,000
Page 15
1,00,000
50,000
20,000
1,50,000
1,00,000
1,21,000
40,000
10,000
1,50,000
59,000
Furniture
Investments
Debtors
Stocks
Other current
20,000
2,00,000
3,00,000
1,00,000
2,30,000
10,000
50,000
1,50,000
1,00,000
50,000
30,000
20,000
12,80,000
9,20,000
Other Liabilities
60,000
40,000
assets
Bank
Total
12,80,000
9,20,000
Total
On the above date Rahul ltd. takes over the business of Mehul ltd. on the following
terms and conditions:
1. All fixed assets (other than goodwill) are to be taken over at 20% above book
values and current assets (other than cash & bank balance) are valued at 15%
below book values.
2. Goodwill to be consider as worth Rs. 1,50,000.
3. Equity shares holders of Mehul ltd are to be issued, 8 equity shares of Rs. 10
each in Rahul ltd at Rs. 12 each, for every 5 equity shares in Mehul ltd. Balance
of purchase consideration to be paid in cash.
4. 10% preference share holders of Mehul ltd are to be paid at 10% premium by
issue of 12% preference shares of Rahul ltd at par.
5. Investments of Mehul ltd represent investments in own debentures of face value
Rs. 50,000 purchased at par, which are to be cancelled before the company is
taken over by Rahul ltd.
6. Investments of Rahul ltd include investments in 9% debentures of Mehul ltd of
face value Rs. 1, 00,000 purchased at Rs. 95,000.
7. Sundry debtors of Rahul ltd include Rs. 5,000 due from Mehul ltd.
Problem no -02
Ghanshyamdas Saraf College- For Private circulation only
Page 16
Josh Ltd
Rs
Ashish
Assets
Josh Ltd
Ltd
Rs
Ashish
Ltd
4,00,000
Rs
3,75,000
3,00,000
Rs
1,50,000
fully paid
12% preference shares of Rs.
1,50,000
1,00,000
Plant &
1,50,000
1,80,000
machinery
Computers
Stocks
Debtors
Bills receivable
75,000
2,00,000
1,25,000
90,000
20,000
1,00,000
2,00,000
20,000
85,000
25,000
1,00,000
30,000
75,000
15,000
75,000
15,000
each
Sundry creditors
Bills payable
1,10,000
1,00,000
70,000
25,000
Bank
60,000
80,000
Total
10,00,000
7,50,000
Total
10,00,000
7,50,000
Additional information:
a) Shilpa ltd issued five equity shares, for each equity share of Josh ltd and four
equity shares, for each equity shares of Ashish ltd. The shares are of Rs. 10
each, issued at Rs. 30.
b) Preference shareholders of both the companies are issued equivalent number of
15% preference shares of new company at Rs. 150 per share (face value Rs.
100)
c) 10% debentures holders of Josh ltd and Ashish ltd are discharged by Shilpa ltd
issuing such number of its 15% debenture of Rs. 100 each so as to maintain
the same amount of interest.
d) Shilpa ltd revalued following assets taken over from Josh ltd and Ashish ltd.
Josh ltd
Ashish ltd
4,00,000
2,00,000
Page 17
1,20,000
1,50,000
Computers
70,000
10,000
Stocks
1,50,000
80,000
Debtors
1,10,000
1,90,000
Problem no -03
Following are the balance sheets of Alpha Ltd. and Beeta Ltd. as on 31 st March, 2008.
Balance sheets as on 31st march, 2008
Liabilities
Alpha Ltd
Beeta Ltd
Rs
Assets
Alpha Ltd
Beeta Ltd
Rs
60,000
6,50,000
Rs
1,00,000
7,00,000
Rs
Share capital:
7% preference shares of Rs.
4,50,000
6,00,000
Goodwill
Premise
100 each
Equity shares of Rs. 100 each
8,00,000
12,00,00
Plant &
4,80,000
6,20,000
General Reserve
Profit & Loss A/c
Statutory Reserve
70,000
45,000
27,000
0
80,000
62,000
48,000
machinery
Computers
Stocks
Sundry
1,20,000
1,80,000
1,10,000
2,00,000
2,50,000
3,15,000
10% debentures
1,50,000
84,000
Debtors
Bills
30,000
20,000
Sundry creditors
Bills payable
75,000
25,000
1,20,000
35,000
receivable
Bank
12,000
24,000
Total
16,42,000
22,29,00
Total
16,42,000
22,29,00
Beeta ltd takes over Alpha ltd on 1st April, 2008on the following terms:
1. Beeta ltd discharged purchase consideration as under:
Ghanshyamdas Saraf College- For Private circulation only
Page 18
of
Beeta
Ltd.
assuming
that
Problem no -04
Following are the balance sheets of X Ltd. and Y Ltd.
Balance sheets as on 31st march, 2006
Liabilities
X Ltd
Y Ltd
Assets
X Ltd
Y Ltd
Rs
75,00,000
Rs
45,00,00
Building
Rs
25,00,000
Rs
15,50,00
each
Export Profit Reserves
3,00,000
0
3,00,000
Machinery
32,50,000
0
17,00,00
7,00,000
6,00,000
Stocks
25,50,000
0
18,00,00
General Reserve
2,00,000
4,50,000
Debtors
9,00,000
0
10,00,00
5,00,000
3,00,000
Bank
7,00,000
0
5,50,000
each
Sundry creditors
7,00,000
5,50,000
Preliminary
1,00,000
Expenses
Ghanshyamdas Saraf College- For Private circulation only
Page 19
99,00,000
67,00,00
Total
99,00,000
67,00,00
0
Z ltd was formed to acquire all assets and liabilities of X ltd & Y ltd on the following
terms:
1. Z ltd to have an authorized share capital of Rs. 5 crores divided into 5, 00,000
equity shares of Rs. 100 each.
2. The business of both companies were taken over for a total price of Rs. 1.20
crores to be discharged by Z ltd by issue of equity shares of Rs. 100 each at a
premium of 20% .
3. The shareholders of X ltd & Y ltd to get shares in Z ltd in the ratio of net assets
values of their respective shares.
4. The debentures of both the companies to be converted into equivalent number
of 14% debentures of Rs. 100 each in Z ltd at a discount of 10%.
5. All the tangible assets of both the companies are taken over by Z ltd at book
values except the following:
Assets
X Ltd
Y Ltd
Rs
Rs
Building
28,00,000
18,20,000
Machinery 31,50,000
16,00,000
6. Sundry creditors of X ltd and Y ltd are taken over at Rs. 650000 and
Rs. 500000 respectively.
7. Statutory reserves are to be maintained for 3 years more.
You are required to:
1. Compute Purchase Consideration of X Ltd. and Y Ltd.
2. Pass Journal Entries in the books of Z Ltd.
3. Prepare Balance Sheet after amalgamation.
Apply Purchase Method
Problem no -05
BK ltd is formed to take over Bunty ltd and Kuber ltd. Their balance sheets on the date
of amalgamation are as follows:
Balance sheets as on 31st march, 2006
Liabilities
Bunty Ltd
Rs
Kuber Ltd
Assets
Rs
Bunty Ltd
Kuber Ltd
Rs
Rs
Page 20
2,40,000
1,50,000
45,000
30,000
1,00,000
60,000
40,000
1,60,000
1,00,000
40,000
21,000
1,00,000
40,000
24,000
Goodwill
Buildings
Machinery
Furniture
Investments
Debtors
Stocks
Cash & Bank
Other current
1,50,000
80,000
10,000
1,40,000
1,65,000
75,000
13,000
20,000
25,000
1,40,000
60,000
5,000
80,000
60,000
90,000
8,000
10,000
assets
Preliminary
12,000
7,000
6,65,000
4,85,000
Expenses
Total
6,65,000
4,85,000
Total
BK ltd issued 10,000 equity shares of Rs. 10 each to the public at a premium of 10%.
Bunty ltd & Kuber ltd were taken over by BK ltd on the following terms:
Re: Bunty ltd.
1. Equity shareholders are to be issued 7 equity shares of Rs. 10 at par in BK ltd
and are to be paid Rs. 5 in cash for surrender of each 6 shares.
2. Preference shareholders are to be paid at 10% premium by 12.5% preference
shares in BK ltd issued at par.
3. All assets and liabilities are valued at book value except machinery which is
valued at 10% below book value and debtors are worth Rs. 1, 60,000.
4. Liquidation expenses of Rs. 12,500 are to be borne by BK ltd.
5. Discharge the debentures of Bunty ltd at a discount of 10% by the issue of 13%
debentures of Rs. 100 each in BK ltd.
Re: Kuber ltd
1. Cash Rs. 3,000 is to be retained for liquidation expenses.
2. Debtors and investments are valued at 90% of cost.
3. Machinery and stock are valued at 10% above cost and other assets and
liabilities are valued at book value except fictitious assets.
4. Preference shareholders are to be paid at 10% premium by 12.5% preference
shares in BK ltd issued at par.
5. Balance of purchase consideration is payable in equity shares at par.
6. Discharge the debentures of Kuber ltd at par by the issue of 13% debentures of
Rs. 100 each in BK ltd.
Ghanshyamdas Saraf College- For Private circulation only
Page 21
Page 22