Unit -1
Company Accounts
INTRODUCTION:
As per Section 128 of the Companies Act, 2013, every company should prepare and keep, at its registered office, books of accounts and other relevant books financial statement for every financial year, which give a true and fair view of the state of the affairs of the company, including that of its branch office or offices, if any.
As per the latest developments, the company may keep such books of accounts or other relevant papers in electronic mode and in such manner, as may be prescribed.
FINAL ACCOUNTS:
Under Section 129 of the Companies Act, 2013, at the Annual General Meeting of a company, the Board of Directors of the company should present financial statements before the company. As per section 2(40) of the Companies Act, 2013, Financial statements includes- i) a balance sheet as at the end of the financial year, ii) a profit and loss account and iii) cash flow statement for the financial year.
Schedule III of the Companies Act, 2013:
As per section 129 of the Companies Act, 2013, the financial statements should give a true and fair view of the state of affairs of the company and comply with the accounting standards notified under Section 133 and should be in form or forms as may be provided for different classes of companies in Schedule III under the Act.
Q 1) The following is draft Profit and Loss A/c of Mudra Ltd. The year ended on 31st March, 2001.
Particulars | Amount | Particulars | Amount |
To Administrative, Selling Exp. To Director’s Fees To Interest on Debentures To Managerial Remuneration To Depreciation on Fixed Assets To Provision for Taxation To General Reserve To Investment Revaluation Reserve To Balance c/d | 8,22,542 1,34,780 31,240 2,85,350 5,22,543 12,42,500 4,00,000 12,500
14,20,185 | By Balance b/d By Balance from Trading A/c By Subsidies received from Govt. | 5,72,350 40,25,365 2,73,925
|
| 48,71,640 |
| 48,71,640 |
Depreciation on Fixed Assets as per Schedule II of the Companies Act, 2013 was Rs. 5,75,345. You are required to calculate the maximum limits of the managerial remuneration as per the Companies Act, 2013.
Solution: Calculation of Net Profit u/s 198 of the Companies Act, 2013
Particulars | Amount | Amount |
Balance from Trading A/c Add: Subsidies received from Government
Less: Administrative and Selling Exp. Director’s Fees Interest on Debentures Depreciation on Fixed Assets as per Schedule II |
8,22,542 1,34,780 31,240 5,75,345 | 40,25,365 2,73,925
15,63,907 |
Profit u/s 198 |
| 27,35,383 |
Maximum Managerial Remuneration under Companies Act, 2013 = 11% of 27,35,383 = Rs. 3,00,892.
Q 3) Kumar Ltd., a non-investment A/c has been incurring losses for the past few years. The company provides the following information for the current year:
Particulars | Amount (in lakhs) |
Paid up Equity Share Capital Paid up Preference Share Capital Reserves (including Revaluation Reserve Rs. 10 lakhs) Securities Premium Long term Loans Deposits repayable after one year Application money pending allotment Accumulated losses not written off Investments | 120 20 150 40 40 20 720 20 180 |
Kumar Ltd. Has only one whole-time director, Mr. X. You are required to calculate the amount of maximum remuneration that can be paid to him if no special resolution is passed at the general meeting of the company in respect of payment of remuneration for a period not exceeding three years.
Solution: Calculation of effective capital and maximum amount of monthly remuneration
Particulars | Amount |
Paid up Equity Share Capital Paid up Preference Share Capital Reserve excluding Revaluation Reserve (150-10) Securities Premium Long term loans Deposits repayable after one year
Less: Accumulated losses not written off Less: Investments | 120 20 140 40 40 20 |
380 (20) (180) | |
Effective Capital for the purpose of Managerial Remuneration | 180 |
Since Kumar Ltd. Is incurring losses and no special resolution has been passed by the company for payment of remuneration, managerial remuneration will be calculated on the basis of effective capital of the company, therefore maximum remuneration payable to the Managing Director should be Rs. 60,00,000 per annum.
Q 3) Due to inadequacy of profits during the year ended 31st March, 2012, XYZ Ltd. Proposes to declare 10% dividend out of general reserves. From the following particulars, ascertain the amount that can be utilised from general reserves, according to the Companies Rules.
Particulars | Amount |
17,500 9% Preference Shares of Rs. 100 each, fully paid up 8,00,000 Equity Shares of Rs. 10 each, fully paid up General Reserves as on 1.4.2011 Capital Reserves as on 1.4.2011 Revaluation Reserves as on 1.4.2011 Net profit for the year ended 31st March, 2012 Average Rate of Dividend during the last three years has been 12% | 17,50,000 80,00,000 25,00,000 3,00,000 3,50,000 3,00,000 |
Solution:
Particulars | Amount | Amount |
Amount that can be drawn from reserves for 10% Dividend
10% Dividend on Rs. 80,00,000 Profits available Current Year Profit Less: Preference Dividend
Amount which can be utilised from Reserves |
3,00,000 (1,57,500) |
8,00,000
1,42,500 |
|
6,57,500 |
Conditions as per Companies Rules:
CONDITION I:
Since 10% is lower than the average rate of dividend (which is 12%), 10% dividend can be declared.
CONDITION II:
Maximum amount that can be drawn from the accumulated profits and reserves should not exceed 10% of paid up capital plus free reserves i.e. Rs. 12,25,000 [10% of (80 lacs + 17.50 lacs + 25 lacs)]
CONDITION III:
The balance of Reserves after withdrawal Rs. 18,42,500 (Rs. 25,00,000 – 6,57,500) should not fall below 15% of its paid up capital i.e. Rs. 14,62,500 (15% of Rs. 97,50,000)
Since all the three conditions are satisfied, the company can withdraw Rs. 6,57,500 from accumulated reserves (as per Companies Rules).
Q 4) The following is Trial Balance of Omega Ltd. As on 31.3.2012
Particulars | Debit | Particulars | Credit |
Land at Cost Plant at Cost Trade Receivables Inventories Bank Adjusted Purchases Factory Expenses Administrative Expenses Selling Expenses Debenture Interest Interim Dividend Paid | 2,20,000 7,70,000 96,000 86,000 20,000 3,20,000 60,000 30,000 30,000 20,000 18,000 | Equity Capital (10/- each) 10% Debentures General Reserve Profit and Loss A/c Securities Premium Sales Trade Payables Provision for Depreciation Suspense A/c | 3,00,000 2,00,000 1,30,000 72,000 40,000 7,00,000 52,000 1,72,000 4,000 |
| 16,70,000 |
| 16,70,000 |
Additional Information:
- The authorised share capital of the company is 40,000 shares of Rs. 10 each.
- The company on advice of independent valuer wish to revalue the land at Rs. 3,60,000.
- Declared final dividend @ 10%.
- Suspense A/c of Rs. 4,000 represents cash received for the sale of some machinery on 1.4.2011. The cost of machinery was Rs. 10,000 and the accumulated depreciation thereon being Rs. 8,000.
- Depreciation is to be provided on Plant and Machinery at 10% on cost.
You are required to Prepare Balance Sheet of Omega Ltd. As on 31st March, 2012 and Statement of Profit and Loss as per Schedule III.
Solution: Omega Limited
Balance Sheet as on 31st March, 2012
Particulars | Note No. | Amount |
I. EQUITY AND LIABILITIES 1. Shareholder’s Funds a. Share Capital b. Reserves and Surplus 2. Non-Current Liabilities a. Long term Borrowings 3. Current Liabilities a. Trade Payables b. Other Current Liabilities |
1 2
3
4 |
300000 500000
200000
52000 30000 |
TOTAL |
| 1082000 |
II. ASSETS 1. Non-Current Assets a. Property, Plant and Equipment i. Tangible Assets 2. Current Assets a. Inventories b. Current Assets c. Cash and Bank Balances |
5 |
880000
86000 96000 20000 |
TOTAL |
| 1082000 |
Statement of Profit and Loss for the year ended on 31st March, 2012
Particulars | Note No. | Amount |
I. Revenue from Operations II. Other Income |
6 | 700000 2000 |
III. Total Revenue |
| 702000 |
IV. Expenses: Purchases Finance Costs Depreciation (10% of 760000) Other Expenses |
7
8 |
320000 20000 76000 120000 |
Total Expenses |
| 536000 |
V. Profit/(Loss) for the period |
| 166000 |
Notes to Accounts:
Note No. | Particulars | Amount | Amount |
1 | Share Capital Equity Share Capital Authorised 40000 shares of Rs. 10 each Issued, Subscribed and Called up 30000 shares of Rs. 10 each |
|
400000 |
300000 | |||
| TOTAL
|
| 300000 |
2 | Reserves and Surplus Securities Premium A/c Revaluation Reserve (360000-220000) General Reserve Profit and Loss Balance Opening Balance Profit for the current period
Less: Appropriations Interim Dividend Final Dividend (300000 x 10%) |
72000 166000 238000
(18000) (30000) |
40000 140000 130000
190000 |
| TOTAL
|
| 500000 |
3 | Long term Borrowings 10% Debentures |
|
200000 |
4 | Other Current Liabilities Dividend |
|
30000 |
5 | Tangible Assets Land Opening Balance Add: Revaluation Adjustment Closing Balance Plant and Machinery Opening Balance Less: Disposed off
Less: Depreciation (172000-8000+76000) Closing Balance |
220000 140000
770000 (10000) 760000 (240000) |
360000
520000 |
| TOTAL
|
| 880000 |
6 | Other Income Profit on Sale of Machinery: Sale Value of Machinery Less: Book Value of Machinery (10000-8000)
|
4000 (2000) |
2000 |
7 | Finance Costs Debenture Interest |
|
20000 |
8 | Other Expenses: Factory Expenses Selling Expenses Administrative Expenses |
60000 30000 30000 |
120000 |
Introduction to IAS and IFRS:
The International Accounting Standards (IAS) are older accounting standards issued by the International Accounting Standards Board (IASB) based in London. The IAS were replaced in 2001 by International Financial Reporting Standards (IFRS).
The International Accounting Standards (IAS) were the first international accounting standards.
The goal then, as it remains today, was to make it easier to match businesses around the world, increase transparency and confidence in financial reporting, and raise global trade and investment.
International Financial Reporting Standards (IFRS) set common rules so that financial statements can be consistent, transparent and comparable in all the countries around the globe. IFRS are issued by the International Accounting Standards Board (IASB). They specify how organisations must maintain and report their accounts and other events with financial impact.
History of IFRS
IFRS originated in the European Union, with the intent to make business affairs and accounts accessible across the continent. The very same notion quickly spread globally, because experts knew that a shared language allows greater communication worldwide. Although the U.S. And some other countries don't use IFRS, most of the countries do, making IFRS the most common global set of standards.
IFRS were established to create a common accounting language, so that various businesses and their financial statements can be not only reliable but also consistent and comparable from one company to another and from one country to another country.
Following quote is taken from the official website of IFRS.
“Our mission is to develop IFRS Standards that bring transparency, accountability and efficiency to financial markets around the world. Our work serves the public interest by fostering trust, growth and long-term financial stability in the global economy.”
Benefits of IFRS:
- Globally comparable accounting standards promote transparency, accountability, and efficiency in financial markets around the world.
- Universal standards also significantly reduce reporting and regulatory costs, especially for companies with international operations and subsidiaries in multiple countries.
IFRS are sometimes confused with International Accounting Standards (IAS), which were the older standards that IFRS replaced. IAS were in practise from the year 1973 till 2000. Later, the International Accounting Standards Board (IASB) replaced the International Accounting Standards Committee (IASC) in 2001.
Standard IFRS Requirements:
1) Statement of Financial Position: This is also known as a balance sheet. IFRS guides the ways in which the components of a balance sheet can be reported to the users of the financial statements.
2) Statement of Comprehensive Income: As per the guidelines issued under IFRS, this can take the form of one statement, or it can be separated into a profit and loss statement and a statement of other income, including property and equipment.
3) Statement of Changes in Equity: Also known as ‘Statement of Retained Earnings’, this statement produce the company's change in earnings or profit for the given financial period.
4) Statement of Cash Flow: This report summarizes the company's financial transactions in the given period, separating cash flow into Operations, Investing, and Financing.
To conclude, IFRS were established to form a common accounting language, so that business and accounts can be understood from company to company and country to country in a similar way. Both companies and investors benefit from IFRS because people are more assured investing in a company if its business practices are transparent and reliable and can be understood by all of them in the same sense.
Introduction to Accounting Standards of India:
Indian Accounting Standard (abbreviated as Ind-AS) is the Accounting standard adopted by the companies in India and issued under the supervision of Accounting Standards Board (ASB) which was constituted as a body in the year 1977. ASB is a committee formed under the Institute of Chartered Accountants of India (ICAI). The committee consists of various representatives from government department, academicians and other professional bodies.
The Ind AS are named and numbered in the same way as the International Financial Reporting Standards (IFRS). National Financial Reporting Authority (NFRA) recommends these standards to the Ministry of Corporate Affairs (MCA). MCA has to spell out the Accounting Standards applicable for companies in India.
Convergence of Indian AS into IFRS:
IND AS standards are framed keeping in mind the economic environment and practices of India. They are made to suit the Indian companies and the disclosure requirements as per the various laws practised in India. The IFRS, on the other hand, are made keeping global standards and environment in mind.
So, convergence would mean bridging the gap between the two, i.e. the IFRS and the Indian AS. Convergence will involve alignment of these two sets of standards.
Following are the few benefits of Convergence:
1) Beneficial to the Economy
If the accounting standards are converged it will promote international business and increase the influx of foreign capital into the country. This will help India’s economy to grow and expand. International investing will also mean more capital for domestic companies as well.
2) Beneficial to Investors
Convergence is a boon for investors who wish to invest in foreign markets. It makes it much easier for them to study and compare the financial statements of foreign companies. Since the financial statements are made using the same set of standards it is also easier for the investors to understand and analyse them.
3) Beneficial to the Industry
With globally accepted standards, the industry can also move ahead. So convergence is important for the industry as well. It will allow the industry to lower the cost of foreign capital. If companies are not burdened by adopting two different sets of standards, it will allow them to enter easily into the market.
4] More Transparency
Convergence will benefit the users of the financial statements as well. It will make it easier for them to understand the financial statements. This will generate better transparency and raise the confidence of the foreign investors to invest funds.
It will be especially helpful for those companies that have subsidiaries and branches in many countries.
Some of the difficulties of convergence with the IFRS:
There are some significant challenges of converging the IFRS and the Indian AS. Some of them are as follows:
1) Other than the Accounting Standards, India has many rules and regulations to implement them. These rules will need to be updated as well.
2) Accounting is done via software these days, like Tally. Convergence with IFRS means this software will have to be updated which is a costlier affair.
3) Also, there is a lack of trained and efficient personnel. The accountants, auditors, etc. will have to undergo training and learning programmes for the updated standards.
Underwriting Commission:
The Underwriter provides an assurance to the company that it would be able to raise the required amount of capital and on this basis; the risk of under subscription would be avoided and the company can proceed further in its Investment programme.
In consideration of Underwriter’s services, they receive ‘Underwriting Commission’ from the company.
The Companies Act, 2013 provides the rules for the rate of commission to be paid to the underwriters.
It provides that the rate of commission can be paid only at the rate prescribed in the Articles, not exceeding 2.5% on issue price of debentures and 5% on issue price of shares.
There are two types of Underwriting Contract –
- Normal Underwriting
- Firm Underwriting
- Questions on Normal Underwriting-
In this method, the allocation of unmarked applications can be done in two ways:
a) Unmarked applications are allotted in the proportion of Gross Amount of capital underwritten or
b) Unmarked applications are allotted in the proportion of Gross Amount of capital underwritten as reduced by Marked Applications.
In absence of information in the question, Students are advised to adopt any method and provide a suitable note for the same.
ALSO NOTE – If in the Question, following is mentioned:
‘Credit of Marked Application is not given to Individual Underwriter’ – Solve ONLY as per ‘a’ above.
‘Credit of Marked Application is given to Individual Underwriter’ – Solve ONLY as per ‘b’ above.
Q 1) New Ltd. Incorporated on 1st January, 2013 issued a prospectus inviting applications for 20,000 equity shares of Rs. 10 each. The whole issue was fully underwritten by Aman, Boman and Chintaman as follows:
Aman 10,000 shares
Boman 6,000 shares
Chintaman 4,000 shares
Applications were received for 16,000 shares of which marked applications were as follows:
Aman 8,000 shares
Boman 2,850 shares
Chintaman 4,150 shares
You are required to find out the liabilities of individual underwriters.
Solution:
Computation of Net Liability of Underwriters
Particulars | Aman | Boman | Chintaman | Total |
1. Gross Liability 2. Marked Applications 3. Unmarked Applications (Gross Liability Ratio) 4. Total (2 + 3) 5. Surplus of Chintaman in the Ratio of 10:6 | 10,000 8,000 500
8,500 219 | 6,000 2,850 300
3,150 131 | 4,000 4,150 200
4,350 (350) | 20,000 15,000 1,000
16,000 -
|
6. Total (4 + 5) | 8,719 | 3,281 | 4,000 | 16,000 |
7. Net Liability (1-6) | 1,281 | 2,719 | NIL | 4,000 |
2. Questions on Firm Underwriting-
Q 2) A company made a public issue of Rs. 1,25,000 equity shares of Rs. 100 each, out of which Rs. 50 is payable on application. The entire issue was underwritten by four parties: A, B, C and D in the proportion of 30%, 25%, 25% and 20% respectively. Commission of 2% was payable on the amounts underwritten.
A, B, C and D also agreed on firm underwriting of 4,000, 6,000, Nil and 15,000 shares respectively.
The total subscriptions excluding firm underwriting but including marked applications were for 90,000 shares. Marked applications were as under:
A 24,000 B 12,000 C 20,000 D 24,000
Ascertain the liability of each underwriter.
Solution:
It is assumed that benefit of firm underwriting is given to individual underwriters:
1 – Total Marked Application: 80,000 shares
2 – Shares subscribed excluding firm underwriting:
Total Applications 90,000
Less: Marked Applications 80,000
So, Unmarked Applications 10,000 shares
3 – Statement showing Liability of Underwriters
Particulars | A | B | C | D | Total |
Gross Liability (30:25:25:20) Less: Marked Applications
Less: Unmarked (in G.L. Ratio)
Less: Firm Underwriting
Less: Surplus of ‘D’ Allotted to A,B and C
Less: Surplus of B Allotted to A and C | 37,500
(24,000) _________ 13,500 (3,000) _________ 10,500 (4,000) _________ 6,500 (6,000) _________ 500
500 | 31,250
(20,000) _________ 11,250 (2,500) _________ 8,750 (6,000) _________ 2,750 (5,000) _________ (2,250)
- | 31,250
(12,000) _________ 19,250 (2,500) _________ 16,750 - _________ 16,750 (5,000) _________ 11,750
1,750 | 25,000
(24,000) _______ 1,000 (2,000) _______ (1,000) (15,000) _______ (16,000) - _______ -
- | 1,25,000
(80,000) _______ 45,000 (10,000) _______ 35,000 (25,000) _______ 10,000 - _______ 10,000
- |
NET LIABILITY | NIL | NIL | 10,000 | - | 10,000 |
4 – Amount due to/from Underwriters
Particulars | A | B | C | D | Total |
Shares to be Subscribed
Amount due @ 50 per Share Less: Commission due Of shares underwritten | 4,000
2,00,000
(75,000) | 6,000
3,00,000
(62,500) | 10,000
5,00,000
(62,500) | 15,000
7,50,000
(50,000) | 35,000
17,50,000
(2,50,000) |
| 1,25,000 | 2,37,500 | 4,37,500 | 7,00,000 | 15,00,000 |
Amalgamation
Amalgamation is the combination of two existing companies. It is the pooling of assets and liabilities of two companies.
In other words, Amalgamation involves combination of two companies into a new entity. Amalgamation is distinct from merger because neither company involved in the process survives as a legal entity.
Usually, the two companies being amalgamated are of same size and both look out for expansion in the new market.
Why the companies amalgamate?
As said earlier, two companies amalgamate to enter in a new market, geographically or product wise. In other words, amalgamation takes place for the following reasons:
- To diversify the activities
- To gain financially
Example: Maruti Motors of India and Suzuki of Japan were amalgamated in 1982 to form Maruti Suzuki.
Re-construction
It includes a) Internal Reconstruction and b) External Reconstruction.
Internal Reconstruction is the process in which alterations are done to the Share Capital and some debts are waived off. In this process, the company is neither liquidated nor is a new company formed.
External Reconstruction is the process in which a new company is formed to takeover all the assets and liabilities of the old company. In the process, the old company is liquidated and the new company is formed deliberately to buy the assets and liabilities of the old company.
SYMBOLICALLYAMALGAMATION:
SYMBOLICALLY ABSORPTION:
Difference between Amalgamation and Absorption:
Points | Amalgamation | Absorption |
1. Meaning
2. Minimum number of companies involved
3. Creation of new company
4. Size of entities involved
5. Number of companies liquidated | The process in which two or more companies are wound up to form a new company is called Amalgamation.
Three companies involved. (Eg above – A Ltd, B Ltd, AB Ltd)
In case of Amalgamation, a new company is formed.
The entities are, more or less, of same size.
Minimum 2 companies are liquidated. (Eg above – A Ltd and B Ltd) | The process in which one existing company takes over another existing company is called as Absorption.
Two companies are involved. (Eg above –A Ltd, B Ltd)
In case of Absorption, no new company is formed.
The bigger entity overpowers the smaller entity.
Only 1 company is liquidated.
(Eg above – A Ltd is liquidated) |
Q1) A Ltd. And B Ltd. Carrying on similar business decided to amalgamate and for this purpose a new company AB Ltd. Was formed to take over assets and liabilities of both the companies. It is agreed that fully paid shares of Rs.100 each shall be issued by the new Co. To the value of net assets of each of the old companies.
Balance Sheet of A Ltd. As at 31st December 2012
Liabilities | Amount | Assets | Amount |
Shares of Rs.50 each General Reserve Profit & Loss A/c Sundry Creditors Bills Payable | 50,000 20,000 3,000 4,000 4,000 | Goodwill Land and Building Plant & Machinery Stock Debtors Furniture & Fittings Cash at Bank | 5,000 17,000 24,000 10,000 12,000 5,000 8,000 |
| 81,000 |
| 81,000 |
Balance Sheet of B Ltd. As at 31st December 2012
Liabilities | Amount | Assets | Amount |
800 Shares of Rs.50 each Bank Overdraft Sundry Creditors | 40,000 8,000 8,000 | Goodwill Land and Building Plant & Machinery Stock Furniture & Fittings Debtors Cash Profit & Loss A/c | 2,000 10,000 16,000 7,500 7,500 7,000 300 5,700 |
| 56,000 |
| 56,000 |
The following is the accepted scheme of valuation of business of the two companies:
A Ltd: a) to provide for reserve for bad debts at the rate of 5% on debtors
b) to write off Rs.400 from stock; and
c) to write off 33-1/3% from plant & machinery
B Ltd: a) to eliminate its goodwill and profit & loss a/c balances;
b) to write off bad debts Rs.1000 and to provide reserve of 5% on balances of debtors;
c) to write down plant & machinery by 10%; and
d) to write off Rs.1,400 from the value of stock.
You are required to pass the Journal entries and prepare the Ledger Accounts in the books of A Ltd. & B Ltd. Giving effect to the above transactions. Also pass the journal entries in the books of AB Ltd. And prepare opening Balance Sheet of AB Ltd.
SOLUTION: Statement of Purchase Consideration (Net Asset Method)
Particulars | A Limited | B Limited |
Assets: Goodwill Land and Building Plant and Machinery Furniture and Fittings Stock Debtors Cash |
5,000 17,000 16,000 5,000 9,600 12,000 8,000 |
10,000 14,400 7,500 6,100 6,000 300 |
Total (A) | 72,600 | 44,300 |
Less: External Liabilities: Reserve for Bad Debts Creditors Bills Payable Bank Overdraft |
600 4,000 4,000 - |
300 8,000 - 8,000 |
Total (B) | 8,600 | 16,300 |
Purchase Consideration (A – B) | 64,000 | 28,000 |
Fully paid Shares of Rs.100 each AB Limited | 64,000 | 28,000 |
Note: Assets for which valuation is not given are taken at book values. E.g. Land & Buildings, Furniture etc.
Journal of A Limited
No. | Particulars | Debit | Credit |
1
2
3
4
5
6
7
8 | Assets tfd. Realisation A/c Dr. To Goodwill To Land & Building To Plant & Machinery To Stock To Debtors To Furniture & Fixtures To Cash (Being the assets transferred, to close the assets a/cs on amalgamation)
Liabilities tfd. Sundry Creditors A/c Dr. Bills Payable A/c Dr. To Realisation A/c (Being transfer of current liabilities on amalgamation)
Purchase Consideration due AB Limited Dr. To Realisation A/c (Being the purchase consideration due for take-over of assets & liabilities)
Loss on Realisation Equity Shareholders A/c Dr. To Realisation A/c (Being the loss on realization transferred)
Capital tfd. Equity Share Capital A/c Dr. To Equity Shareholders A/c (Being the transfer on amalgamation to close capital A/c)
Reserves Tfd. General Reserve Dr. Profit & Loss A/c Dr. To Equity Shareholders A/c (Being transfer of reserves etc. on amalgamation)
PC Received Equity Shares in AB Ltd. Dr. To AB Limited (Being the purchase consideration received from AB Ltd. Vide agreement)
Payment to Equity Shareholders Equity Shareholders A/c Dr. To Equity Shares in AB Ltd. (Being the payment of purchase consideration to Equity Shareholders vide agreement of amalgamation) |
81,000
4,000 4,000
64,000
9,000
50,000
20,000 3,000
64,000
64,000 |
5,000 17,000 24,000 10,000 12,000 5,000 8,000
8,000
64,000
9,000
50,000
23,000
64,000
64,000 |
LEDGER OF A LIMITED
Realisation Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Sundry Assets (Transfer) | 1 | 81,000 | By Creditors (Transfer) By Bills Payable (Transfer) By AB Limited (P.C.due) By Equity Shareholders (Loss realization) | 2 2
3 4 | 4,000 4,000
64,000 9,000 |
|
| 81,000 |
|
| 81,000 |
Equity Shareholders Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Realisation A/c (Loss) To Equity Shares in AB Ltd. (Pur. Cons. Recd.) | 4 8 | 9,000 64,000 | By Equity Share Capital A/c (Transfer) By General Reserve A/c (Transfer) By Profit & Loss A/c (Transfer) | 5
6
6 | 50,000
20,000
3,000 |
|
| 73,000 |
|
| 73,000 |
AB Limited Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Realisation A/c (P.C. Due)
| 3 | 64,000 | By Equity Shares in AB Ltd. (Pur. Cons. Received) | 6 | 64,000 |
|
| 64,000 |
|
| 64,000 |
Journal of B Limited
No. | Particulars | Debit | Credit |
1
2
3
4
5
6
7
8
| Assets tfd. Realisation A/c Dr. To Goodwill To Land & Building To Plant & Machinery To Furniture & Fittings To Stock To Debtors To Cash (Being the following assets transferred, to close the assets A/cs on amalgamation)
Liabilities tfd. Bank Overdraft Dr. Sundry Creditors Dr. To Realisation (Being transfer of current liabilities on amalgamation)
Purchase consideration due AB Limited Dr. To Realisation A/c (Being the purchase consideration due for take over of assets & liabilities vide agreement)
Loss on Realisation Equity Shareholders A/c Dr. To Realisation A/c (Being the loss on realization transferred)
Reserves tfd. Equity Shareholders A/c Dr. To Profit & Loss A/c (Being transfer of P & L A/c to Equity shareholders on amalgamation)
Capital tfd. Equity Share Capital A/c Dr. To Equity Shareholders A/c (Being the transfer on amalgamation to close capital A/c)
Receipt of Purchase consideration Equity Shares in AB Ltd. Dr. To AB Limited (Being the purchase consideration received from AB Ltd. Vide agreement)
Payment to Equity Shareholders Equity Shareholders A/c Dr. To Equity Shares in AB Ltd. (Being the payment of purchase consideration to Equity Shareholders vide agreement) |
50,300
8,000 8,000
28,000
6,300
5,700
40,000
28,000
28,000 |
2,000 10,000 16,000 7,500 7,500 7,000 300
16,000
28,000
6,300
5,700
40,000
28,000
28,000 |
LEDGER OF B LIMITED
Realisation Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Sundry Assets (Transfer) | 1 | 50,300 | By Bank overdraft (Transfer) By Creditors (Transfer) By AB Limited A/c (Pur.cons.due) By Equity Shareholders A/c (Loss Realisation) | 2
2 3 | 8,000
8,000 28,000
6,300
|
|
| 50,300 |
|
| 50,300 |
Equity Shareholders Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Realisation A/c (Loss tfd) To P & L A/c (Dr. Bal.) (Transfer) To Equity Shares in AB Ltd. (Pur. Con. Rec.) | 4
5
8 | 6,300
5,700
28,000 | By Equity Share Capital A/c (Transfer) | 6 | 40,000 |
|
| 40,000 |
|
| 40,000 |
AB Limited Account
Particulars | JV | Amount | Particulars | JV | Amount |
To Realisation A/c (Pur. Cons. Due) | 3 | 28,000 | By Equity Shares in AB Ltd. (Pur. Cons. Received) | 7 | 28,000 |
|
| 28,000 |
|
| 28,000 |
Journal of AB Limited
No. | Particulars | Debit | Credit |
1
2
3
4 | Takeover of A Limited (Purchase Method) Goodwill A/c Land & Building A/c Plant & Machinery A/c Furniture & Fittings A/c Stock A/c Debtors A/c Cash A/c To Creditors A/c To Reserve for Bad Debts A/c To Liquidator of A Ltd. (Being the assets & liabilities taken over at agreed value)
Liquidator of A Ltd. To Equity Share Capital A/c (Being payment of purchase consideration)
Takeover of B Limited (Purchase Method) Land & Building A/c Plant & Machinery A/c Furniture & Fittings A/c Stock A/c Debtors A/c Cash A/c To Creditors A/c To Bank Overdraft A/c To Reserve for Bad Debts A/c To Liquidator of B Ltd. (Being payment of purchase consideration)
Liquidator of B Ltd. To Equity Share Capital A/c (Being payment of purchase consideration) |
5,000 17,000 16,000 5,000 9,600 12,000 8,000
64,000
10,000 14,400 7,500 6,100 6,000 300
28,000 |
4,000 4,000 600 64,000
64,000
8,000 8,000 300 28,000
28,000 |
AB Limited
Balance Sheet as on 31-12-2012
Particulars | Note | Amount | Amount |
I EQUITY AND LIABILITIES 1 Shareholders Funds Share Capital 2 Current Liabilities a Trade Payables b Short Term Borrowings (Bank Overdraft) |
1
2 |
16,000 8,000 |
92,000
24,000 |
Total |
|
| 1,16,000 |
II ASSETS 1 Non – current Assets Fixed Assets - Tangible Assets - Intangible Assets (Goodwill) 2 Current Assets a Inventories b Trade Receivables (18,000 – 900) c Cash and Cash Equivalents (Cash in Hand) |
3 |
69,900 5,000
15,700 17,100 8,300 |
74,900
41,100 |
Total |
|
| 1,16,000 |
Notes to Accounts
1 Share Capital Equity Share Capital 920 Equity Shares of Rs.100 each fully paid up (issued for consideration other than cash in pursuance of scheme of Amalgamation) 2 Trade Payables a Creditors b Bills Payables |
92,000
12,000 4,000 |
Total | 16,000 |
3 Fixed Assets Tangible Assets - Land and Buildings - Plant and Machinery - Furniture and Fittings |
27,000 30,400 12,500 |
Total | 69,900 |
Q2) BK Ltd. Is formed to take over Bunty Ltd. And Kuber Ltd. Their balance Sheets on the date of amalgamation are as below:
Balance Sheets as on 31st March, 2012
Liabilities | Bunty Ltd. | Kuber Ltd. | Assets | Bunty Ltd. | Kuber Ltd. |
Share Capital of Rs.10 each B Equity Shares 11% Pref. Shares General Reserve Profit & loss A/c 9% Debentures Sundry Creditors Other Liabilities |
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 Stock Cash and Bank Other Current Assets Share issue Expenses | - 1,50,000 80,000 10,000 1,40,000 1,65,000 75,000 13,000
20,000
12,000 | 25,000 1,40,000 60,000 5,000 80,000 60,000 90,000 8,000
10,000
7,000 |
| 6,65,000 | 4,85,000 |
| 6,65,000 | 4,85,000 |
BK Ltd. Issued 10,000 Equity shares of Rs.10 each to the public at a premium of 10%. Bunty Ltd. And Kuber Ltd were taken over by BK Ltd. On the following terms.
Re: Bunty Ltd.
a) 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.
b) Preference shareholders are to be paid at 10% premium by 12.5% preference shares in BK Ltd. Issued at par.
c) 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.
d) Liquidation expenses of Rs.12,500 are to be borne by BK Ltd.
e) 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.
a) Cash Rs.3,000 is to be retained for liquidation expenses.
b) Debtors and Investments are valued at 90% of cost.
c) Machinery and stock are valued at 10% above cost and other assets and liabilities are valued at book value except Fictitious Assets.
d) Preference shareholders are to be paid at 10% premium by 12.5% preference shares in BK Ltd. Issued at par.
e) Balance of Purchase consideration is payable in equity shares at par.
f) Discharge the debentures of Kuber Ltd. At par by the issue of 13% Debentures of Rs.100 each in BK Ltd.
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. Also calculate purchase consideration.
SOLUTION: CALCULATION OF PURCHASE CONSIDERATION
Bunty Ltd. (Net Payment Method)
Particulars | Amount | Amount |
For Equity Shareholders - 28,000 [ 24,000 x 7] Equity Shares of Rs.10 each 6 - Cash [ 24,000 x 5 ] 6 For Preference Shareholders - 16,500 12.5% Preference Shares of Rs.10 (1,50,000 x 110%) |
2,80,000
20,000 |
-
3,00,000
1,65,000 |
|
| 4,65,000 |
Kuber Ltd. (Net Asset Method)
Particulars | Amount | Amount |
Assets at agreed value Goodwill (BV) Buildings (BV) Machinery (60,000 x 110%) Furniture (BV) Investments (80,000 x 90%) Debtors (60,000 x 90%) Cash & Bank (8,000 – 3,000) Other Current Assets (BV) Stock (90,000 x 110%) Less: Liabilities taken over at book value 9% Debentures (BV) Sundry Creditors (BV) Other Liabilities (BV) |
25,000 1,40,000 66,000 5,000 72,000 54,000 5,000 10,000 99,000
1,00,000 40,000 24,000 |
4,76,000
1,64,000 |
Purchase Consideration (Kuber Ltd.) |
| 3,12,000 |
Settlement of Purchase Consideration (Kuber Ltd.)
Particulars | Amount |
For Preference Shareholders (1,00,000 + 10%) - 11,000 12.5% preference shares of Rs.10 each Balance to Equity Shareholders at par - 20,200 Equity shares of Rs.10 each |
1,10,000
2,02,000 |
Total | 3,12,000 |
IN THE BOOKS OF BUNTY LTD.
Realisation A/c
Particulars | Amount | Particulars | Amount |
To Buildings To Machinery To Furniture To Investments To Debtors To Stock To Cash & Bank To Other Current Assets To 11% Preference Shareholders (Premium) | 1,50,000 80,000 10,000 1,40,000 1,65,000 75,000 13,000 20,000 15,000 | By 9% Debentures By Sundry Creditors By Other Liabilities By BK Ltd. A/c (P.C) By Equity Shareholders A/c (Loss) | 1,00,000 60,000 40,000 4,65,000 3,000 |
| 6,68,000 |
| 6,68,000 |
Equity Shareholders A/c
Particulars | Amount | Particulars | Amount |
To Share issue Expenses To Equity Shares in BK Ltd. To Cash To Realisation A/c (Loss) | 12,000 2,80,000
20,000 3,000 | By Equity Share Capital By General Reserve By Profit & Loss A/c | 2,40,000 45,000 30,000 |
| 3,15,000 |
| 3,15,000 |
11% Preference Shareholders A/c
Particulars | Amount | Particulars | Amount |
To 12.5% Preference Shares in BK Ltd. | 1,65,000 | By 11% Preference Share Capital By Realisation A/c | 1,50,000
15,000 |
| 1,65,000 |
| 1,65,000 |
B.K. Ltd A/c
Particulars | Amount | Particulars | Amount |
To Realisation A/c (P.C.) | 4,65,000 | By Equity Shares in BK Ltd. By Cash A/c By 12.5% Preference Shares in BK Ltd. | 2,80,000
20,000 1,65,000 |
| 4,65,000 |
| 4,65,000 |
Equity Shares in B.K. Ltd A/c
Particulars | Amount | Particulars | Amount |
To BK Ltd | 2,80,000 | By Equity Shareholders | 2,80,000 |
| 2,80,000 |
| 2,80,000 |
12.5% Preference Shares in B.K. Ltd A/c
Particulars | Amount | Particulars | Amount |
To BK Ltd | 1,65,000 | By Preference Shareholders | 1,65,000 |
| 1,65,000 |
| 1,65,000 |
Cash A/c
Particulars | Amount | Particulars | Amount |
To BK Ltd. | 20,000 | By Equity Shareholders | 20,000 |
| 20,000 |
| 20,000 |
NOTE for Students - Similar ledgers will be prepared in the books of Kuber Ltd.
Q3) Long Limited has agreed to acquire Goodwill and assets (except investments and Bank Balances) of Short Limited as at 31st March, 2012. The Balance Sheet of Short Limited as on that date was as follows:
Liabilities | Amount | Assets | Amount |
Share Capital (Rs.10 each) General Reserve Profit & Loss A/c 8% Debentures Creditors Provision for Taxation | 1,60,000 25,000 18,000 60,000 37,000 20,000 | Goodwill Land & Buildings Plant Investment Stock Debtors Bank | 20,000 80,000 80,000 30,000 40,000 50,000 20,000 |
| 3,20,000 |
| 3,20,000 |
Long Ltd. Will:
a) Discharge the Debentures @ 8% premium by issue of 7% Debentures in Long Ltd. At 10% discount.
b) Issue 3 shares of Long Ltd. At market price of Rs.11 for 2 shares of Short Ltd.
c) Pay Rs.2 in cash for each share of Short Ltd.
d) Re-imburse absorption expenses of Rs.3,000
Short Ltd. Sells investments for Rs.32,000; one third of the shares received from Long Ltd. Are sold @ Rs.10.50 each. Tax liability is determined at Rs.24,000. Before transfer, Short Ltd. Declares and pays 10% dividend. Long Ltd. Values Land and Building at Rs.1,00,000, Plant at 10% below book value, stock at Rs.35,000, and debtors subject for 5% provision.
Show a) Ledger accounts in the books of Short Ltd. And b) Journal entries in the books of Long Ltd.
SOLUTION: Calculation of Purchase consideration (Net Payment Method)
Payments to | Old No. | Exch. Ratio | New No. | Rate | Amount |
1 Equity Shareholders Equity Shares in Long Ltd. Cash |
16,000 16,000 |
2:3 |
24,000 |
11.00 2.00 |
2,64,000 32,000 |
|
|
|
|
| 2,96,000 |
LEDGER OF SHORT LTD.
Realisation Account
Particulars | Amount | Particulars | Amount |
To Sundry Assets (transfer, except Bank) To Bank (Tax Liability paid) To Bank (Creditors paid) To Equity Shareholders A/c (Profit realization) | 3,00,000
24,000 37,000 84,000 | By Sundry Creditors (transfer) By Debentures By Provisions for Tax (transfer) By Long Limited (pur.cons.due) By Bank (sale investment) | 37,000
60,000 20,000
2,96,000
32,000 |
| 4,45,000 |
| 4,45,000 |
Equity Shareholders Account
Particulars | Amount | Particulars | Amount |
To Equity Shares in Long Ltd. (loss on sale of shares) To Bank (balance paid) To Equity Shares in Long Ltd. (balance shares given) | 4,000
91,000 1,76,000 | By Equity Share Capital (transfer) By General Reserve (transfer) By Profit & Loss A/c (transfer, 18,000 – dividend 16,000) By Realisation A/c (profit transferred) | 1,60,000
25,000 2,000
84,000 |
| 2,71,000 |
| 2,71,000 |
Bank Account
Particulars | Amount | Particulars | Amount |
To Opening balance b/d To Realisation A/c (sale of investment) To Long Limited (pur.cons.received) To Equity shares in Long Ltd. (Sale of Shares) To Long Ltd. (Exp. Re-imbursed) | 20,000 32,000
32,000
84,000
3,000 | By Realisation A/c (Creditors paid) By Realisation A/c (tax liability paid) By Realisation A/c (expenses paid) By Profit & Loss A/c (Dividend paid 10% on Capital) By Equity Shareholders A/c (Bal. Paid) | 37,000
24,000
3,000
16,000
91,000 |
| 1,71,000 |
| 1,71,000 |
Long Ltd. Account
Particulars | Amount | Particulars | Amount |
To Realisation A/c (pur.cons.due) To Bank A/c (Expenses due) | 2,96,000
3,000 | By Equity Shares in Long Ltd. By Bank A/c (P.C. Recd.) By Bank A/c (Exp. Reimbursed) | 2,64,000 32,000 3,000 |
| 2,99,000 |
| 2,99,000 |
Equity Shares in Long Ltd. Account
Particulars | Amount | Particulars | Amount |
To Long Limited (pur.cons.recd.) | 2,64,000 | By Bank A/c (Sale of 8,000 shares at Rs.10.50) By Equity Shareholders A/c (Loss on sale tfd. 8,000 x 0.50) By Equity Shareholders A/c (balance shares distributed) | 84,000
4,000
1,76,000 |
| 2,64,000 |
| 2,64,000 |
Journal of Long Limited
No. | Particulars | Debit | Credit |
1
2
3
4 | Land & Building Plant Stock Debtors Goodwill (bal. Fig.) To Debentures in Short Ltd. To Prov. For doubtful debts To Liquidator of Short Ltd. (Being the Assets & Liabilities taken over at agreed values, difference between purchase consideration and value of net assets transferred to Goodwill)
Goodwill A/c To Bank A/c (Being absorption expenses of short Ltd. Re-imbursed)
Liquidator of Short Ltd. To Equity Share Capital To Security Premium A/c To Bank (Being payment of pur.cons.)
Debentures in Short Ltd. Discount issue of Debentures To 7% Debentures (Being Debentures taken over discharged) | 1,00,000 72,000 35,000 50,000 1,06,300
3,000
2,96,000
64,800 7,200 |
64,800 2,500 2,96,000
3,000
2,96,000
72,000 |
Note: Discount on issue of debentures may be adjusted against Security Premium.
Q4) The following Balance Sheet of X Ltd. Is given as on 31 -3-2012
Balance Sheet
Liabilities | Amount | Assets | Amount |
Share Capital: 5,000 6% Cumulative Preference Shares of Rs.10 each 15,000 Equity Shares of Rs.10 each 5% Debentures Creditors Note: Preference Dividends was in arrears for 2 years |
50,000
1,50,000 30,000 20,000 | Goodwill Patents Sundry Assets Cash Profit & Loss Account Share issue Expenses | 40,000 15,000 1,64,500 500 28,000 2,000 |
| 2,50,000 |
| 2,50,000 |
A scheme of reconstruction was framed as under:
1) Y Ltd. Was formed with an authorized capital of Rs.3,25,000 in equity shares of Rs.10 each.
2) One equity share of Rs.5 paid in Y Ltd. To be issued for each equity share in X Ltd. And also one equity share for each preference share respectively.
3) Arrears of dividends are cancelled.
4) Creditors are taken over by Y Ltd.
5) Debenture holders to receive 3,000 equity shares in Y Ltd. Credited as full paid.
6) Remaining unissued shares of Y Ltd. To be taken up and paid in full by public in cash.
7) Y Ltd. To be take over all assets except patents subject to writing down, Sundry assets by Rs.53,000.
8) Patents realized Rs.1,000 and expenses of X Ltd. Amounted to Rs.1,000.
Prepare the following: 1) Journal entries in X Ltd. 2) Journal entries in Y Ltd. 3) Balance Sheet of Y Ltd.
SOLUTION: Calculation of Purchase Consideration (Net Payment Method)
Particulars | Old No. | Exch. Ratio | New No. | Rate | Amount |
1 Equity Shareholders: Equity Shares in Y Ltd. 2 Preference Shareholders: Equity Shares in Y Ltd. |
15,000
5,000 |
1:1
1:1 |
15,000
5,000 |
5.00
10.00 |
75,000
50,000 |
Journal of X Limited
No. | Particulars | Debit | Credit |
1
2
3
4
5
6
7
8
9
10
11
12 | Realisation A/c To Goodwill To Patents To Sundry Assets To Cash (Being the assets tfd. To close assets A/cs)
5% Debentures A/c Creditors To Realisation A/c Being transfer to close Debentures & Creditors A/c)
Y Limited To Realisation A/c (Being the purchase consideration due vide agreement)
Cash To Realisation A/c (Being the amount received on sale of patents not taken over)
Realisation A/c To Cash (Being the payment for expenses of Reconstruction)
Preference Share Capital A/c To Preference Shareholders A/c (Being the transfer to close Preference Share Capital A/c)
Equity Shareholders A/c To Realisation A/c Being the loss on realization transferred)
Equity Share Capital A/c To Equity Shareholders A/c (Being the transfer to close Equity Share Capital A/c)
Equity Shareholders A/c To Share issue Expenses To Profit & Loss A/c (Dr. Bal.) (Being transfer to shareholders)
Equity Shares in Y Ltd. (Rs.5 paid up) Equity Shares in Y Ltd. (Rs.10 paid up) To Y Ltd. (Being the purchase consideration received vide agreement)
Preference Shareholders A/c To Equity Shares in Y Ltd. (Rs.10) (Being the payment to Preference Shareholders vide agreement)
Equity Shareholders A/c To Equity Shares in Y Ltd. (Rs.5) (Being the payment of purchase consideration to Equity Shareholders vide agreement) | 2,20,000
30,000 20,000
1,25,000
1,000
1,000
50,000
45,000
1,50,000
30,000
75,000 50,000
50,000
75,000 |
40,000 15,000 1,64,500 500
50,000
1,25,000
1,000
1,000
50,000
45,000
1,50,000
2,000 28,000
1,25,000
50,000
75,000
|
Journal of Y Limited
No. | Particulars | Debit | Credit |
1
2
3
4 | Sundry Assets Cash Goodwill (bal. Fig.) To Creditors To Debentures in X Ltd To Liquidator of X Ltd. (Being the Assets & liabilities taken over at agreed value; difference between purchase consideration and value of net assets transferred to Goodwill)
Liquidator of X Ltd. To Equity Share Capital (Rs.10) To Equity Share Capital (Rs.5) (Being payment of purchase consideration)
Debentures in X Ltd. To Equity Share Capital (Rs.10) (Being settlement of Debentures)
Cash To Equity Share Capital (Rs.10) (9,500 Shares issued to Public, fully paid) | 1,11,500 500 63,000
1,25,000
30,000
95,000 |
20,000 30,000 1,25,000
50,000 75,000
30,000
95,000 |
Y Ltd
Balance Sheet as on 31st March 2012
Particulars | Note | Amount | Amount |
I EQUITY AND LIABILITIES 1 Shareholders Funds Share Capital 2 Current Liabilities Trade Payables |
1
|
|
2,50,000
20,000 |
Total |
|
| 2,70,000 |
II ASSETS 1 Non – current Assets Fixed Assets - Tangible Assets (1,64,500 – 53,000) - Intangible Assets [Goodwill (40,000 + 23,000)] 2 Current Assets Cash and Cash Equivalents |
2 |
1,11,500 63,000 |
1,74,500
95,500 |
Total |
|
| 2,70,000 |
Notes to Accounts | Amount |
1 Share Capital Equity Share Capital Authorised Shares (32,000 Equity Shares of Rs.10) Issued, subscribed & fully paid Shares: 17,500 Equity Shares of Rs.10 each Issued, subscribed but partly paid Shares: 15,000 Equity Shares of Rs.10 each (Rs.5 paid) (Of the above, 8,000 shares Rs.10 paid up, and 15,000 Shares Rs.5 paid Up, issued for consideration other than cash in pursuance of a contract) |
3,25,000
1,75,000
75,000 |
Total | 2,50,000 |
2 Cash and Cash Equivalents Cash on Hand (500 + 95,000) |
95,500 |
Note: Arrears of Preference Dividends (see Balance Sheet of X Ltd) are cancelled vide the scheme of reconstruction. No entry is required for such cancellation in the books of X Ltd. Or Y Ltd.
Introduction:
A company comes into existence through a legal process and also it comes to end by law. The legal procedure through which the existence of a company comes to an end is known as ‘Liquidation’.
Definition:
As per Sec 2(94A) of the Companies Act, 2013, winding up means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016.
A Company may be liquidated
- Voluntarily
- Compulsorily
A company can be voluntarily wounded
- If the company passes a resolution in general meeting
- As the period has expired of its duration, if any, fixed by its Articles or
- On occurrence of some event and on happening of which, the Articles provide for its dissolution
- If the company passes a special resolution for voluntarily winding up of the company.
A company can be compulsorily wounded by
- Tribunal
- Filing a petition
- By Contributory
- By Registrar
- By the Company
To the tribunal.
IMPORTANT NOTE for Students:
In case of voluntary winding up, the statement prepared by the liquidator to show Receipts and Payment of Cash is called as ‘Liquidator’s Statement of Account’ and in case of Compulsory winding up, it is called ‘Official Liquidator’s Final Account’.
Q1) M. Ltd. Resolved on 31st December that the company be wound up voluntarily. The following was the trail balance extracted from its books as on that date.
Particulars | Amount | Amount |
Equity shares of Rs.10 each 9% Preference shares of Rs.10 each Plant (less depreciation w/o Rs.85,000) Stock in Trade Trade Receivables Trade Payables Bank balance Preliminary expense Profit & Loss A/c (balance on 1st January 2016) Trading loss for the year 2016 Preference dividend for the year 2016 Outstanding Expenses (including mortgage interest) 4% Mortgage loan |
2,15,000 2,50,000 55,000
74,000 6,000
24,000 6,000
| 2,00,000 1,00,000
75,000
30,000
25,000 2,00,000 |
Total | 6,30,000 | 6,30,000 |
On 1st January, 2017 the liquidator sold M. Ltd.’s Plant for Rs.2,05,000 and Stock in trade for Rs.2,00,000. The sale was completed in January, 2017 and the consideration satisfied as to Rs.2,62,200 in cash and as to the balance in 6% Debentures of the purchasing company issued to the liquidator at the premium of 2%.
The remaining steps in the liquidation were as follows
1) The liquidator realized Rs.52,000 out of the book debts and the cost of collection amounted to Rs.2,000.
2) The loan mortgaged was discharged on 31st January, 2017 along with interest from 31st July, 2016. Creditors were discharged subject to 2% and outstanding expenses excluding mortgage interest were settled for Rs.2,000
3) On 30th June 2017 six months interest on debentures was received from M. Ltd.
4) Liquidation expenses amounting to Rs.3,000 and liquidators remuneration of 3% on disbursements to members were paid on 30th June, 2017 when;
a) The preference shareholders were paid out in cash; and
b) The debentures on M. Ltd. And the balance of cash were distributed ratably among the Equity shareholders.
Prepare the Liquidators Statement of Account showing the distribution.
SOLUTION: M. Ltd. (In Liquidation)
Liquidators Statement of Account from 1st January, 2017 to 30th June, 2017
Particulars | Amount | Amount | Particulars | Amount | Amount |
Balance at Bank Realisation from: Trade Receivables Rs.1,40,000 6% Debentures Cash 6 months interest on debentures Equity Shareholders Less: Cost of Collection of Debts
|
1,42,800 2,62,200 | 74,000
52,000
4,05,000
4,200
5,35,200
(2,000) | Liquidators remuneration (3% on Rs.2,43,398) Liquidation Expenses Loan on mortgage with Accrued interest Creditors including Outstanding expenses Return contributors: 6% Preference share Holders Rs.10 per share 6% Debentures Cash (3 paise approx.) |
1,42,800
5,98 |
7,302
3,000
2,04,000
75,500
1,00,000
143398 |
Total |
| 5,33,200 | Total |
| 5,33,200 |
Q2) The following is the Balance Sheet of Confidence Builders Ltd. As at 30th Sept.2016
Particulars | Amount | Particulars | Amount |
Share Capital Issued: 11% Pref. Shares of Rs.10 each 10,000 Equity Shares of Rs.10 each fully paid up 5,000 Equity Shares of Rs.10 each, Rs.7.50 per share paid up 13% Debentures Mortgage Loan Bank Overdraft Creditors for Trade Income tax arrears: (Assessment concluded in July 2012) Assessment year 2014 – 2015 Assessment year 2015 - 2016 |
1,00,000
1,00,000
37,500 1,50,000 80,000 30,000 32,000
21,000
5,000 | Land and Buildings Sundry Current Assets Profit and Loss Account Debenture issue expenses not written off
| 1,20,000 3,95,000 38,500
2,000 |
| 5,55,500 |
| 5,55,500 |
Mortgage Loan was secured against Land and Buildings. Debentures were secured by a floating charge on all the other assets. The company was unable to meet the payments and therefore the debenture holders appointed a Receiver for the Debenture holders brought the Land and Buildings to auction and realized Rs.1,50,000. He also took charge of Sundry assets of value of Rs.2,40,000 and realized Rs.2,00,000. The Bank Overdraft was secured by a personal guarantee of two of the Directors of the Company and on the Bank raising a demand, the Directors paid off the due from their personal resources. Costs incurred by the Receiver were Rs.2,000 and by the Liquidator Rs.2,800. The Receiver was not entitled to any remuneration by the Liquidator was to receive 3% fee on the value of assets realized by him. Preference shareholders had not been paid dividend for period after 30th September 2014 and interest for the last half year was due to the debentures holders. Rest of the assets were realized at Rs.1,00,000.
Prepare the accounts to be submitted by the Liquidator and Receiver.
SOLUTION: Receivers Receipts and Payments Account
Particulars | Amount | Amount | Particulars | Amount | Amount |
Sundry Assets realized Surplus received from mortgage Sale Proceeds of Land & Building Less: Applied to discharge of mortgage loan |
1,50,000
(80,000) |
2,00,000
70,000 | Costs of the Receiver Preferential payments Creditors paid taxes raised within 12 months Debenture holders Principal Interest for half year Surplus transferred to the liquidator |
1,50,000
9,750 |
2,000
26,000
1,59,750
82,250 |
|
| 2,70,000 |
|
| 2,70,000 |
Liquidator’s Final Statement of Account
Particulars | Amount | Particulars | Amount |
Surplus received from Receiver Assets Realized Calls on Contributories: On holder of 5,000at the rate of Rs.2.17 per share |
82,250 1,00,000
10,850 | Cost of Liquidation Remuneration to Liquidator (1,00,000 x 3%) Unsecured Creditors For trade 32,000 Directors for payment Of Bank O/D 30,000 Preferential Shareholders: Principal 1,00,000 Arrears of Dividends 22,000
Equity Shareholder: Return of money to contributors to holders of 10,000 shares at 33 paise each | 2,800 3,000
62,000
1,22,000
3,300 |
| 1,93,100 |
| 1,93,100 |
Working Note:
Call from partly paid shares
Deficit before call from Equity Shares (1,82,250 – 1,89,800) = 7,550
Notional call on 5,000 shares @ Rs.2.50 each 12,500
Net balance after notional call a) 4,950
No. Of shares deemed fully paid b) 15,000
Refund on fully paid shares 4,950 = 33p
15,000
Calls on partly paid share (2.50 – 0.33) = Rs.2.17
Books recommended :
1. M. C. Shukla and T. S. Grewal —Advanced Account
2. S. M. Shukla —Advanced Accounts.
3. R. L. Gupta —Advanced Accounts.
4. Man Mohan Prasad — Advanced Accounts.
5. S. K. Singh & R. U. Singh —Specialised Accounts