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FA2


Unit - 4


CONVERSION / SALE OF A PARTNERSHIP FIRM INTO A LTD COMPANY


Partnership firm in India is a major type of business concern which has led not only to the growth of the economy but also has provided employment and entrepreneur skills to the business. A growth in this business results in a need for tremendous expansion. However, a partnership firm suffers various inherent limitations of insufficient funding, unlimited liability, skills and competence in handling a business and so on under such a situation it becomes very necessary for the firm to change its form. The firm in such a situation may convert itself into either

  1. A Joint Stock Company or
  2. Limited Liability Partnership Firm to handle the spurt in the growth of the business.

In case the operations are very voluminous or large scaled a joint stock company becomes the most desirable solution. However it all depends on the partners’ argument to change the form of the business. This change of form may be done by either selling the firm altogether by converting it to a company.


It has to be done through the following stages:

  1. Finding out prospective buyer of the partnership firm who will purchase the firm and then form a company. (In some cases, the partners may take help of the financial service providing firms and themselves complete the formalities)
  2. Estimate the Purchase Consideration.
  3. Transfer assets and liabilities to the companies.
  4. Distribute the purchase consideration to the partners.

 

In the process of conversion or sale the students are required to:

  1. Ascertain purchase consideration.
  2. Close books of old firms.
  3. Preparation of Balance Sheet of the New Firm.

 


Purchase Consideration (PC): It means the price to be paid to the partners for giving up their ownership rights. It is the consideration given to the partners for sale of their business to the company.

 

It can be calculated as follows:

  1. Net Assets Method: Here the PC means Difference between the agreed values of assets taken over and liabilities accepted by the new company.

 

2.     Net Payment Method: Here the PC means payment made through equity shares, preference shares, debentures, and cash to the partners.

 

3.     Lump sum Method: It means large single payment to the partners.

 


In the books of the Partnership Firm.

 

Transfer all assets to the Realisation A/c

Realisation A/c   Dr.

To All Assets A/c

 

Transfer liabilities except capital

Liabilities A/c    Dr.

To Realisation A/c

 

Create Partners claim (only if there are reserves / profits not added to the Capital)

General Reserve A/c   Dr.

Profit and Loss A/c   Dr.

To Partner’s Capital A/c

 

Transfer of Partners loan

Partners Loans A/c   Dr.

To Partner’s Capital A/c

OR

Payment or settlement of partner’s loan

Partner’s  Loan A/c   Dr.

To Bank / asset A/c

 

Record the Purchase Consideration

New Company A/c   Dr.

To Realisation A/c

 

Calculate realization loss or gain and transfer to the capital A/c

Gain:

Realisation A/c   Dr.

To Partners’ Capital A/c

Loss:

Partners’ Capital A/c   Dr.

To Realisation A/c

 

Receiving the purchase consideration

Shares / Debentures / Cash A/c  Dr.

To New Company A/c

 

Disburse the Purchase Consideration to the Partners

Partners’ Capital A/c  Dr.

To Shares / Debentures / Cash

 

In books of the new company (Not included in the syllabus)

 


A, B and C share profits and losses in the ratio of  3:2:1  respectively. Their Balance sheet as on 31/12/2018 is as follows:

 

Assets

Rs.

Liabilities

Rs.

Capital

 

Goodwill

20,000

A

1,40,000

Land

40,000

B

1,60,000

Building

2,20,000

C

20,000

Machinery

1,00,000

General Reserve

36,000

Vehicles

56,000

Investment Fluctuation

8,000

Furniture

24,000

Loan

 

 

 

C’s Loan

66,000

Investment

36,000

Mrs. A’s loan

30,000

Loose Tools

14,000

Creditors

1,52,000

Bills Receivable

40,000

Outstanding Expenses

40,000

Debtors       80,000

 

Bills Payable

28,000

Provision      4,000

76,000

Bank Over Draft

1,20,000

Cash

38,000

 

 

C’s Current A/c

1,12,000

 

 

Profit & Loss A/c

24,000

 

8,00,000

 

8,00,000

 

Adjustments:

  1. The partners decided to convert the firm into ABC Ltd. a Joint Stock Company having an authorized capital of 1,00,000 equity shares of Rs10 each.
  2. The purchase consideration was decided at Rs 5,80,000 and settled by paying

Rs 1,00,000 in cash and balance through equity shares.

3.      The outstanding expenses were to be settled by the firm.

4.      Loose Tools, vehicles, furniture and investments are sold by the firm at Rs 10,000; Rs 50,000; Rs 25,000 and Rs 42,000 respectively.

5.      The Partner’s and their spouses loan are taken over by the respective partners along with current A/c balances.

 

Prepare the ledger accounts in the books of the partnership firm.

 

Solution:

 

Purchase Consideration

P.C. (given)

 

5,80,000

Settlement

 

 

1) Cash / Bank

1,00,000

 

2) Equity shares

 (40,000 shares of Rs 10 each)

4,80,000

5,80,000

 

Ledger Accounts

Realisation A/c

To Assets A/c

 

By Liabilities A/c

 

Goodwill

20,000

Creditors

1,52,000

Land

40,000

Bill Payable

28,000

Building

2,20,000

Provision on

4,000

 

 

Debtors

 

Machinery

1,00,000

By ABC Ltd. (PC)

5,80,000

Bills Received

40,000

By Furniture

1,000

Debtors

80,000

By Investments

6,000

Loose tools

4,000

 

 

Vehicles

6,000

 

 

To Partner’s Capital (in PSR)

 

 

 

                     A 1,30,500

 

 

 

                     B   87,000

 

 

 

                     C   43,500

2,61,000

 

 

(gain on realization)

 

 

 

 

7,71,000

 

7,71,000

 

Partner’s Capital A/c

Particulars

Partners

Particulars

Partners

A

B

C

A

B

C

To Current A/c

-

-

1,12,000

By Balance b/d

1,40,000

1,60,000

20,000

To Profit & Loss A/c (PSR)

12,000

8,000

4,000

By General Reserve (PSR)

18,000

12,000

6,000

To Equity Share in ABC ltd.

2,40,000

1,60,000

80,000

By Investment fluctuation period (PSR)

4,000

2,667

1,333

To Bank (final payment done)

70,500

93,667

--

By Loan’s (adj 5)

30,000

--

66,000

 

 

 

 

By Realisation (gain)

1,30,500

87,000

43,500

 

 

 

 

By Bank (Cash brought to adj. excess)

--

--

59,167

 

3,22,500

2,61,667

1,96,000

 

3,22,500

2,61,667

1,96,000

 

ABC Ltd A/c

To Realisation A/c

5,80,000

By Bank

By Equity Shares in ABC Ltd

1,00,000

4,80,000

 

5,80,000

 

5,80,000

 

Bank A/c

To Balance b/d (Cash)

38,000

By Balance b/d

1,20,000

To ABC Ltd.

1,00,000

By O/S Expenses

40,000

To Loose tools

10,000

By B’s Capital

93,667

To Vehicles

50,000

By A’s Capital

70,500

To Furniture

25,000

 

 

To Investments

42,000

 

 

To C’s Capital

59,167

 

 

 

3,24,167

 

3,24,167

 

Q.2. Amar, Akbar and Anthony were carrying on a Partnership business sharing profits & losses in the ratio of 4 : 3 : 1. Their business was expanding rapidly and hence they decided to convert their firm to AB Ltd., a joint stock company on 1/4/2018. The Balance sheet of the firm as on 31/3/2018 was as follows:

 

Capital

 

Property

3,60,000

Amar

4,00,000

Equipment

2,40,000

Akbar

3,00,000

Debtors

3,00,000

Anthony

2,60,000

Stock

2,60,000

Bank Loan

80,000

Bank balance

40,000

Creditors

1,60,000

 

 

 

12,00,000

 

12,00,000

 

Adjustments:

  1. The Co. Agreed to take the assets & liabilities at the following values:

Property - Rs. 4,40,000, Equipment - Rs. 2,00,000, Debtors - Rs. 2,75,000, Stock - Rs. 2,50,000 Creditors - Rs. 1,45,000

2.      The Co. Agreed to pay Rs. 8, 00,000 through equity shares of Rs. 10 each and balance in cash.

3.      The expenses of liquidation of the firm amounted to Rs. 10,000.

Journalise all the transactions in the books of the partnership firm.

 

Solution:

Calculation of P.C. & its settlement Assets taken over (at agreed values)

 

 Assets

 

 

 Property -

4, 40,000

 

 Equipment -

2, 00,000

 

 Debtors -

2, 75,000

 

 Stock -

2, 50,000

 

 Creditors -

40,000

12,05,000

 Less: Liabilities

 

 

 Creditors

1,45,000

 

 Bank Loan

80,000

(2,25,000)

 P.C

 

9,80,000

 

Journal Entries in the books of partnership firm

 

 

Dr. Rs.

Cr. Rs.

1.

Realisation A/c Dr.

     To Property A/c

     To Equipment A/c

     To Debtors A/c

     To Stock A/c

     To Bank A/c

(Being Assets transfer to Realization a/c)

12,00,000

 

3,60,000

2,40,000

3,00,000

2,60,000

40,000

2.

Creditors A/c Dr.

Bank loan A/c              Dr.

     To Realisation A/c

(Being liabilities transfer to realization A/c)

1,60,000

80,000

 

2,40,000

3.

AB Ltd. A/c Dr.

     To Realisation A/c

(Being P.C. Recorded)

9,80,000

 

9,80,000

4.

Realisation A/c Dr.

     To Bank A/c

(Being realization expenses paid)

10,000

 

10,000

5.

Equity  Shares  in  AB  Ltd.  A/c Dr.

Bank A/c                                        Dr.

     To AB Ltd. A/c

(Being P.C. Received)

8,00,000

1,80,000

 

9,80,000

6.

Realisation A/c                          Dr.

     To Amar’s Capital  A/c

     To Akbar’s Capital A/c

     To Anthony’s Capital A/c

(Being Realisation gain transferred to Capital)

20,000

 

10,000

7,500

2,500

7.

Amar’s Capital A/c    Dr.

Akbar Capital A/c    Dr.

Anthony’s Capital A/c Dr.

     To Bank A/c

(Being Cash paid to Partners)

10,000

7,500

1,62,500

 

1,80,000

8.

Amar’s Capital A/c Dr.

Akbar’s Capital A/c Dr.

Anthony’s Capital A/c Dr.

      To Equity Shares in AB Ltd. A/c

(Being equity shares received in P.C. Settled to the partners)

4,00,000

3,00,000

1,00,000

 

8,00,000

 

Working notes:

Partners Capital A/c

 

Amar

Akbar

Anthony

 

Amar

Akbar

Anthony

To Equity Shares

4,00,000

3,00,000

1,00,000

By Balance

4,00,000

3,00,000

2,60,000

(8L in

PSR)

 

 

 

 

 

 

 

To Cash

10,000

7,500

1,62,500

By Realisation

10,000

7,500

2,500

 

4,10,000

3,07,500

2,62,500

 

4,10,000

3,07,500

2,62,500

 

Realisation A/c

To Total Assets

12,00,000

By Total Liabilities

2,40,000

To Partners’ Capital

 

By AB Ltd. A/C

9,80,000

Amar                   10,000

 

 

 

Akbar        7,500

 

 

 

Anthony                2,500

20,000

 

 

 

12,20,000

 

12,20,000

 

Q.3. Kavita and Savita are equal partners. Their Balance sheet as on 31/3/2018 is as follows:

 

Liabilities

Rs.

Assets

Rs.

Capital

 

 

 

Kavita

1,50,000

Bank

15,000

Savita

1,40,000

Fixed Assets

2,15,000

Creditors

1,00,000

Stock

1,00,000

Bank overdraft

40,000

Debtors

1,00,000

 

4,30,000

 

4,30,000

 

The partners sold the business to KS Ltd. a Company on 1/4/2018. The value of goodwill was fluid at Rs. 15,000 and rest of the assets & liabilities were taken at the Balance sheet values. The company paid the purchase consideration through

1)     2500 10% debentures of Rs. 100 each and

2)     Equity shares of Rs. 10 each

 

Prepare the Balance sheet of the Ltd. Co.

 

Solution:

Calculation of P.C

Assets

Amount (Rs)

Amount (Rs)

Goodwill -

75,000

 

Bank -

15,000

 

Fixed Assets

2,15,000

 

Stock -

1,00,000

 

Debtors -

1,00,000

5,05,000

Less : Liabilities

 

 

Creditors

1,00,000

 

Bank Overdraft

40,000

(1,40,000)

P.C

 

3,65,000

Settlement of P.C

10% Debentures (2500 x Rs. 100 each)

2,50,000

Equity shares (balance) (11500 shares x Rs. 10)

1,15,000

Total

3,65,000

 

Balance Sheet of KS Ltd as on 1/4/2018

Particulars

Note

No.

Rs.

A) Capital & Liabilities

 

 

 

1) Share holders funds

 

 

 

a) Share Capital

 

1

1,15,000

b) Reserves & Surplus

 

 

--

2)Non Current Liabilities

 

2

2,50,000

3) Current Liabilities

 

3

1,40,000

 

Total

 

5,05,000

 

B) Assets

 

 

 

1) Non Current Assets

 

4

2,90,000

2) Current Assets

 

5

2,15,000

 

Total

 

5,05,000

 

Notes to Accounts:

Particulars

Rs.

1.  SHARE CAPITAL

 

Authorised Share Capital :

---

 

 

Issued Subscribed and Paid Up Capital :

 

11,500, Equity Shares of Rs.10 each

1,15,000

(These shares are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

Total 

1,15,000

 

 

2.  NON CURRENT LIABILITIES

 

2500 10% Debenture of Rs. 100 each

2,50,000

(These debentures are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

 Total

2,50,000

 

 

3. CURRENT LIABILITIES

 

Creditors

1,00,000

Bank O/D

40,000

Total

1,40,000

 

 

4. NON CURRENT ASSETS

 

Goodwill

75,000

Fixed Assets

2,15,000

Total

2,90,000

 

 

5. CURRENT ASSETS

 

Stock

1,00,000

Debtors

1,00,000

Bank

15,000

Total

2,15,000

 

Q.4. Abhishek, Aishwarya and Aradhya were partners sharing Profit and Loss in the ratio of 2:1:1. Their Balance sheet as on 31/12/2018 was as follows:

Liabilities

Rs.

Assets

Rs.

Creditors

60,000

Bank

30,000

Capital

 

Debtors

60,000

Abhishek

1,80,000

Bills Received

30,000

Aishwarya

1,50,000

Fixed Assets

3,00,000

Aradhya

30,000

 

 

 

4,20,000

 

4,20,000

 

On 1/1/2019; they farmed a Ltd. Co. “Pink Ad Films Ltd.” on the following conditions:

1)     Distribute the bank balance amongst themselves.

2)     The Company would discharge the P.C. Through

a)  10% Debentures - Rs. 60,000

b)  15% Preference shares - Rs. 1,20,000

c)   15,000 equity shares of Rs. 10 each of Rs. 12 share

3)     The partners agreed to share the debentures as : Aishwarya -

Rs. 30,000 & Aradhya - Rs. 30,000

4)     The Preference shares were to be allotted in the PSR and the equity shares will adjust the remaining capital balances.

 

Prepare the Realisation A/c and partner’s capital in the books of the partnership firm and Balance sheet of the new Co.

Solution:

Calculation of P.C.

1) 10% Debentures

60,000

2) 15% Preference shares

1,20,000

3) Equity shares (15,000 x 12)

 

(Equity Capital - 15,000 x 10 = 1,50,000 & Sec Premium - 15,000 x 2 = 30,000)

1,80,000

P.C

3,60,000

 

Realisation A/c

To Debtors

60,000

By Creditors

60,000

To Bill Received

30,000

By Pink Advising

3,60,000

 

 

Films Ltd. (PC)

 

To Fixed Assets

3,00,000

 

 

To Partners’ Capital*

 

 

 

Abhishek (2/4)    15,000

 

 

 

Aishwarya (1/4)    7,500

 

 

 

Aradhya (1/4)         7,500

30,000

 

 

 

4,20,000

 

4,20,000

*(Profit on Realisation = Rs. 30,000)

 

Partners Capital A/c

 

Abhishek

Aishwarya

Aradhya

 

Abhishek

Aishwarya

Aradhya

To Bank (PSR)

15,000

7,500

7,500

By Balance b/d

1,80,000

1,50,000

30,000

To10% Debentures

--

30,000

30,000

By Realisation

15,000

7,500

7,500

To Preference Shares (PSR)

80,000

46,000

--

 

 

 

 

To Equity Shares (Balance)

1,00,000

80,000

--

 

 

 

 

 

1,95,000

1,57,500

37,500

 

1,95,000

1,57,500

37,500

*Note- As the capital and dues of Aradhya are settled through Bank and debentures she will not be given preference and equity shares.

 

Pink Ad Films Ltd.

Balance sheet as on 1/1/2019

 

Particulars

Note no.

Rs.

Capital & Liabilities

 

 

 

1) Share holders funds

 

 

 

a) Share Capital

 

1

2,70,000

b) Reserves & surplus

 

2

30,000

2) Non Current Liability

 

3

60,000

3) Current Liabilities

 

4

60,000

 

Total

 

4,20,000

Assets

 

 

 

1) Non Current Assets

 

5

3,00,000

2) Current Assets

 

6

1,20,000

 

Total

 

4,20,000

Notes to Accounts:

Particulars

Rs.

1.  SHARE CAPITAL

 

Authorised Share Capital :

---

 

 

Issued Subscribed and Paid Up Capital :

 

Equity Shares Capital

1,50,000

15% Preference Share Capital

1,20,000

(These shares are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

Total 

2,70,000

 

 

2.      RESERVES & SURPLUS

 

Securities Premium (Refer PC Calculation)

30,000

 

 

3.  NON CURRENT LIABILITIES

 

10% Debentures

60,000

(These debentures are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

 

 

4. CURRENT LIABILITIES

 

Creditors

60,000

 

 

5. NON CURRENT ASSETS

 

Fixed Assets

3,00,000

 

 

6. CURRENT ASSETS

 

Bills Receivable

30,000

Debtors

60,000

Total

90,000

 

Q.5. Following is the Balance sheet of Amar and Naman sharing Profit & Loss in the ratio of 2:3.

Liabilities

Rs.

Assets

Rs.

Capital

 

Plant & Machinery

4,00,000

Aman

4,00,000

Equipment

4,00,000

Naman

5,00,000

Stock

65,000

Bank Loan

75,000

Debtors

50,000

Creditors

50,000

Bills Received

45,000

 

 

Bank

65,000

 

10,25,000

 

10,25,000

 

Aman & Naman sold their business to Mr. Shaman who formed a new company Namaste Ltd. The Co. Took over all the assets at book values excluding equipment which was taken at

Rs. 3,00,000. The Co. Settled the P.C. By issuing.

 

i)       40,000 equity shares of Rs. 10 each

Ii)     4000 10% Preference shares of Rs. 100 each &

Iii)   11% Debentures - Rs. 1,50,000

 

Close the books of the partnership firm and prepare the Balance sheet of the Co.

 

Solution:

Calculation of P.C.

Particulars

Rs.

1) Equity shares (40,000 x 10)

4,00,000

2) 10% Preference shares (4000 x 100)

4,00,000

3) 11% Debentures

1,50,000

P.C.

9,50,000

 

Calculation of assets & liabilities taken over for finding out goodwill / Capital reserves

Assets

Amount (Rs)

Amount (Rs)

Plant & Machinery

4,00,000

 

Equipment

3,00,000

 

Stock

65,000

 

Debtors

50,000

 

Bills Receive

45,000

 

Bank

65,000

9,25,000

Less: Liabilities

 

 

Bank Loan

75,000

 

Creditors

50,000

1,25,000

Net Assets

 

8,00,000

Actual P.C.

 

9,50,000

Therefore, Goodwill

 

1,50,000

 

**Point to Remember

PC > NA = Goodwill

PC < NA = Capital Reserve

 

Ledger A/c’s in the books of partnership firm

Realisation A/c

To Plant & Machinery

4,00,000

By Bank Loan

75,000

To Equipment

4,00,000

By Creditors

50,000

To Stock

65,000

By Namaste Ltd.

9,50,000

To Debtors

50,000

(PC)

 

To B / R

45,000

 

 

To Bank

65,000

 

 

To Partners’ Capital

 

 

 

Aman (2/5) 20,000

 

 

 

Naman (3/5) 30,000

50,000

 

 

 

10,75,000

 

10,75,000

 

Namaste Ltd. A/c

To Realisation

9,50,000

By Equity Shares

By Preference Shares By Debentures

4,00,000

4,00,000

1,50,000

9,50,000

9,50,000

 

Partners Capital A/c

 

Aman

Naman

 

Aman

Naman

To Equity Shares

1,60,000

2,40,000

Balance b/d

4,00,000

5,00,000

To Preference Shares

1,60,000

2,40,000

Realization

20,000

30,000

To Debentures (Bal)

1,00,000

50,000

 

 

 

 

4,20,000

5,30,000

 

4,20,000

5,30,000

 

Equity Shares in Namaste Ltd. A/c

To Namaste Ltd.

4,00,000

By Aman (2/5)

By Naman (3/5)

1,60,000

2,40,000

4,00,000

4,00,000

 

Preference Shares in Namaste Ltd. A/c

To Namaste Ltd.

4,00,000

By Aman (2/5)

By Naman (3/5)

1,60,000

2,40,000

4,00,000

4,00,000

 

Debentures in Namaste Ltd. A/c

To Namaste Ltd.

1,50,000

By Aman

By Naman

1,00,000

50,000

1,50,000

1,50,000

 

Note: As the apportionment ratios are not given, one of the disbursement has to be used for settling the partners capital A/c. (Here debentures are settled based on the partners capital’s pending settlement).

 

Namaste Ltd

Balance Sheet as on ________

 

Particulars

Note No

Rs.

 

Capital and Liabilities

 

 

1)

Share holder’s funds

 

 

 

a) Share Capital

1

8,00,000

 

b) Reserves & surplus

 

 

2)

Non Current Liabilities

2

2,25,000

3)

Current Liabilities

3

   50,000

 

Total

 

10,75,000

 

Assets

 

 

1)

Non Current Assets

4

8,50,000

2)

Current Assets

5

2,25,000

 

Total

 

10,75,000

 

Notes to Accounts:

Particulars

Rs.

1.  SHARE CAPITAL

 

Authorised Share Capital :

---

 

 

Issued Subscribed and Paid Up Capital :

 

Equity Share Capital of Rs 10 each

4,00,000

15% Preference Share Capital

4,00,000

(These shares are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

Total 

8,00,000

 

 

2.  NON CURRENT LIABILITIES

 

Bank Loan

75,000

10% Debentures

1,50,000

(These debentures are issued to vendors for settlement of PC so no consideration has been received hereupon.)

 

 Total

2,25,000

3. CURRENT LIABILITIES

 

Creditors

50,000

 

 

4. NON CURRENT ASSETS

 

Intangible

 

Goodwill (refer calculation of net assets)

1,50,000

Tangible

 

Plant & Machinery

4,00,000

Equipment

3,00,000

Total

8,50,000

 

 

5. CURRENT ASSETS

 

Stock

65,000

Debtors

50,000

Bills Receivable

45,000

Bank

65,000

Total

2,25,000

 


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