Amalgamation of Companies 2
Amalgamation of Companies 2
Amalgamation of Companies 2
The ICAI has issued Accounting Standard 14 to deal with accounting for
amalgamation.
i. Transferee Company:
It means a company into which transferor Company is amalgamated.
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
companies. It is called Pure Amalgamation.
ii. One of the existing companies take over (absorbs) the business of another
existing company. It does not involve formation of a new company. This form
of amalgamation is known as Absorption.
TYPES OF AMALGAMATION
i. Amalgamation in the nature of merger:
Amalgamation is in the nature of merger provided following conditions are satisfied-
a) All the assets & liabilities of the transferor company become, after
amalgamation the assets & liabilities of the transferee company.
b) Shareholders holding 90% of the face value of the equity shares of the
transferor company (other than equity shares already held therein, immediately
before amalgamation by the transferee company or its subsidiaries or their
nominees) become equity shareholders of the transferee company by virtue of
the amalgamation.
c) The consideration for the amalgamation receivable by those equity shareholders
of the transferor company who agree to become equity shareholder of the
transferee company is discharged by transferee company only by the issue of
equity shares in the transferee company except that cash may be paid in
respect of any fractional shares.
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.
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 Profit & Loss Account 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 ‘A’ Ltd. ‘B’ Ltd. Assets ‘A’ Ltd. ‘B’ Ltd.
Equity Share of 70000 60000 Fixed Assets 85000 70000
Rs.10 each
Reserves 20000 40000 Current 20000 30000
Assets
Current Liability 15000 10000 Misc. - 10000
Expenditure
It was agreed that Fixed Assets of ‘A’ Ltd. would be valued at Rs. 100000 and that of
‘B’ Ltd. at Rs. 95000. ‘C’ Ltd. would issue requisite no. of equity share of Rs.10 each at
10% premium. To discharge the claim of the equity shareholders of A Ltd. and B Ltd.,
how many shares of C Ltd. should be issued to take over the business of two merging
companies?
Hence C Ltd. will be formed where the paid up capital of Rs. 200000 and securities
premium of Rs. 20000.
For e.g.: Ketan Ltd. takes over business of Abdul Ltd. and agrees to pay Rs. 70,000 in
cash and allot to Abdul Ltd. 50,000 equity shares of Rs.100 each fully paid at an
agreed value of Rs.150 per share .
Calculation of P.C.:
Particulars Rs
Cash 70,000
50,000 equity share of Rs. 100 each at agreed value of Rs. 150 per
share 75,00,000
P.C. 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
-
9000 shares of Rs. 300 each 27,00,000 Cash at 7,000 55,000
Bank
-
40,000 shares of Rs. 180 each. 72,00,00
0
Paid up capital
-
9,000 shares of Rs. 270 per 24,30,000
share paid up.
-
40,000 shares of Rs. 150 per 60,00,00
share paid up 0
Solutions:
Particulars Manoj Ltd. Purvish Ltd.
Total assets 33,77,000 87,70,000
Particulars Rs.
1. Realisation A/c.
2. Equity shareholders A/c.
3. Preference Shareholders A/c.
4. Cash at bank A/c.
5. Transferee Company’s A/c.
6. Equity shares in Transferee Company’s A/c.
7. Preference shares in Transferee Company’s A/c.
To accumulated losses.
a. At Par:
Pref. share Capital A/c---------Dr
To pref. shareholders A/c
b. If payable at premium
Pref. share capital A/c---------Dr (face Value)
Realisation A/c------------------Dr (Premium)
To pref. shareholders A/c
c. If at discount
Pref. share capital A/c--------Dr (Face value)
To pref. shareholders A/c (net amount)
To Realisation A/c (Discount)
1. Record P.C.:-
Business Purchase A/c-------------Dr
To liquidators of transferor A/c
5. Discharge of P.C.:-
a. Issue of Securities at par :-
Liquidator of transferor company A/c-------------Dr
To Cash/Bank A/c
To Equity share capital A/c
To Pref. share capital A/c
To Debenture A/c
3. Discharge of P.C.
a. Issue of shares at par:-
Liquidator of transferor company A/c-------------Dr
To Cash/Bank A/c
To Equity share capital A/c
To Pref. share capital A/c
b. Issue of Share at discount :-
Liquidator of transferor company A/c-----------Dr
Discount on issue A/c-------------------------Dr
To Equity share capital A/c
To Pref. share capital
To Cash/Bank A/c
To Cash/Bank A/c
Problem No -01
Following are the balance sheets of Rahul Ltd. and Mehul Ltd. as on 31st March, 2010.
On the above date Rahul Ltd. took 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 shareholders 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
Josh Ltd. and Ashish Ltd. were amalgamated on & from 1 st April, 2009. A new
company namely Shilpa Ltd. was formed to take over the business of Josh Ltd. &
Ashish Ltd.
Equity shares of Rs. 100 each, 4,00,000 3,75,000 Land & Building 3,00,000 1,50,000
fully paid
12% preference shares of Rs. 1,50,000 1,00,000 Plant & 1,50,000 1,80,000
100 each fully paid machinery
General Reserve 85,000 75,000 Computers 75,000 20,000
Profit & Loss A/c 25,000 15,000 Stocks 2,00,000 1,00,000
Statutory Reserve 1,00,000 75,000 Debtors 1,25,000 2,00,000
10% debentures of Rs. 100 30,000 15,000 Bills receivable 90,000 20,000
each
Sundry creditors 1,10,000 70,000 Bank 60,000 80,000
Bills payable 1,00,000 25,000
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.
Problem No -03
Following are the balance sheets of Alpha Ltd. and Beeta Ltd. as on 31 st March, 2008.
Liabilities Alpha Ltd. Beeta Ltd. Assets Alpha Ltd. Beeta Ltd.
Beeta Ltd. takes over Alpha Ltd. on 1st April, 2008on the following terms:
Problem No -04
Following are the balance sheets of X Ltd. and Y Ltd.
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:
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:
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:
The face value of equity shares and preference shares in BK Ltd. is Rs. 10 each.
Show the necessary ledger accounts in the books of Bunty Ltd. and Kuber Ltd. Also
calculate purchase considerations.