Back to Study material
CR

UNIT – III

ACCOUNTING FOR EXTERNAL RECONSTRUCTION (AMALGAMATION/ MERGER/ TAKEOVER/ ABSORPTION)


Definition

The term amalgamation is used when two or more companies carrying on similar business go into liquidation and a new company is formed to take over their business. The term absorption is used when an existing company takes over the business of one or more existing companies. Accounting Standard- 14, Accounting for amalgamation'  issued by Institute of Chartered accountants of India is applicable in amalgamation and absorption.

Meaning of Transferor company: Transferor company means the company which is amalgamated into another company. It is also known as Vendor company

Meaning of Transferee company: Transferee company means the company into which a transferor company is amalgamated. It is also known as purchasing company.

Meaning of Takeover: A takeover or acquisition is the purchase of one company by another. We call the purchaser the bidder or acquirer, while the company it wants to buy is the target. It is a type of merger, but not of equals. The Acquiree company continues with its legal and economic identity.

 

Types of Amalgamation:

From accounting point of view there are two types of Amalgamation:

  1. Amalgamation in the nature of Merger or pooling interests method of Amalgamation: Amalgamation which satisfies all of the following conditions is considered as amalgamation in the nature of merger:

I)                   All the assets and liabilities of the transferor company become the assets and liabilities of the transferee company or purchasing company.

II)                Shareholders holding not less than 90% of the face value of the equity shares of the transferor company become equity share holder of the transferee company by virtue of amalgamation.

III)              The consideration for the amalgamation receivable by those equity shareholders of the Transferor company who agree to become equity shareholders of the transferee company  is discharged by the transferee company wholly by the issue of equity shares in the transferee company except that cash may be paid in respect of any fractional shares.

IV)             The business of the transferor company is intended to be carried on after the amalgamation by the transferee company.

V)                No adjustment is intended to be made  to the  book values of the Assets and liabilities of the transferor company when they are incorporated in the financial statements of the transferee company except to ensure uniformity of accounting policies.

 In this type of amalgamation there is a genuine pooling of Assets and liabilities of the combining entity.

 

2.     Amalgamation in the nature of purchase: An amalgamation is considered to be in the nature of purchase when any one or more of the  five conditions specified for amalgamation in the nature of merger as stated above is not satisfied. In this type of amalgamation one company acquires another company and equity shareholders of the combining  entities do not continue to have a proportional share in the equity of the combined entity or the business of the company which is acquired not intended to be continued after the amalgamation.

 

Key takeaways:

  1. Amalgamation in the nature of merger is a type of combination of two business and it is in which either one  entity losses its identity or both of amalgamating entities lose their existence to form a new firm.
  2. Amalgamation in the nature of purchase is a type of purchase of one business entity by another one in which the entity that takes over the other entity retains its identity which is being taken over losses is identity and existence.

 

Accounting entries in the books of Transferee company (Purchasing Company):

It should be noted that AS 14 regulates the accounting treatment of amalgamation in the nature of Merger and in the nature of purchase in the books of Transferee company only. As per as 14 there are two methods of recording the entries for the assets and liabilities taken over.

I)                  Under the pooling of interest method: This method of accounting is applied to an amalgamation in the nature of Merger. Under this method minimal changes are made in aggregating the assets and liabilities of the individual amalgamating companies. The following steps are taken while making entries under this method in the books of Transferee company.

 

A)    The assets, liabilities and all types of reserves, capital or revenue, or even arising from revaluation of assets of the Transferor company are recorded by the Transferee company at their existing carrying amounts and in the same form as at the date of amalgamation unless any adjustment is required due to different accounting policies followed by these companies.

B)    The balance in the profit and loss account of the Transferor company should be aggregated with the corresponding balance of the Transferee company or transferred to General reserve account.

C)   The identity of reserves is maintained and these are shown in the balance sheet of the Transferee company in the same form as they had appeared in the financial statements of the Transferor company.

 

Journal entries in the books of Transferee company under pooling of interest method:

  1. On taking over assets and liabilities of Transferor company:

Sundry Assets account Dr ( individual) ( with respective book values)

       To Sundry liabilities A/c (individual)(with respective book values)

To provision for doubtful debts A/c

        To other provisions A/c

        To  Surplus in Statement of profit and loss(with book balance)

         To Reserves (individual) A/c(book balance)

         To Liquidator of Transferor company A/c (with purchase consideration)

 

2.     When purchased consideration for Amalgamation is discharged:

Liquidator of Transferor company A/c.  Dr  (with purchase consideration)

    To Equity share capital A/c (with face value)

     To Preference Share capital A/c ( with face value)

     To securities premium reserve (with premium amount)

     To Bank A/c (amount of cash paid)

     To Non cash consideration A/c ( other than shares)

 

3.     When liquidation expenses of the Transferor company paid by the Transferee company.

A)    Liquidation expenses A/c Dr

To Bank A/c

B)    Statement of profit and loss Dr

To Liquidation expenses A/c

 

4.     For formation expenses if any of the Transferee company

Preliminary expenses A/c Dr

  To Bank A/c

 

II.  UNDER PURCHASE METHOD:

The  following features of the Purchase method must be noted before making accounting entries in the books of transferee company

1)The assets and liabilities of the transferor company should be Incorporated in either revalued figures for their carrying amount.

 2)general reserve Capital Reserve or Revaluation Reserve of the transferor company other than stated reserve should not be included in the financial statements of the transferee company.

 3)  Statutory reserves of the transferor company should be carried forward in the books of transferee company for legal compliance.

 4) The amalgamation adjustment account should be disclosed under the head miscellaneous expenditure in the asset side of the balance sheet. When it is found Statutory reserve is no longer required to be maintained both the statutory reserves and amalgamation adjustment account will be eliminated by means of reverse entry.

5)Any excess of the amount of the Purchase consideration the value of net assets of the transferor company acquired by the transferee company shall be treated as goodwill arising on amalgamation in the books of transferee company. If the value of net assets is more than purchase consideration the difference is credited to Capital Reserve account.

 

Accounting entries in the books of Transferee company under Purchase method:

1.For purchase consideration on acquisition of the business

Business purchase account Dr( with the amount of purchase consideration)

To liquidator of Transferor company A/c

 

2.On acquisition of Assets and liabilities of the transferor company

Sundry Assets account Dr( individually with respective revalue or fair or book values)

To Sundry liabilities account (with  revalued or fair or book values)

To Business purchase account ( with the amount of purchase consideration)

Note: if the total amount of Debit accounts is greater than total amount of credit accounts the difference is credited to Capital Reserve account and if the total amount of debit accounts is less than the total amount of credit accounts the difference is debited to Goodwill account.

3.On discharge of purchase consideration

Liquidator of transferor company A/c Dr(with the amount of purchase consideration)

 debentures account debit

To  share capital account ( with nominal value of shares)

To securities premium reserve account (with the amount of premium if any)

To Debentures account(with the nominal value of debentures issue)

To Bank account (with the amount paid in cash)

 

4.when the  statutory reserve such as development rebate reserve, Investment allowance reserve, export profit reserve are maintained.

Amalgamation adjustment account Dr ( with the amount of Reserve to respective statutory reserve account.)

 To Statutory reserve A/c

 

5.when liquidation expenses of the transferor company are Borne by transferee company

 Goodwill account Dr

To bank account

 

6.For the formation expenses of the transferee company if any

preliminary expenses account Dr

To bank account.

In case, there are both goodwill and Capital Reserve account Goodwill may be set off against Capital Reserve.

Capital Reserve account Dr (with amount set off to Goodwill account )

 To Goodwill A/c

7. on the payment of liability by the transferee company

(respective) liability account Dr (with amount payable).

To share capital account

To debentures account

To bank account.

 

Purchase Consideration – Meaning & Methods

In case of amalgamation, purchase consideration is the agreed amount which transferee company (Purchasing company) pays to the transferor company (Vendor company) in exchange of the ownership of the transferor company. It may be in form of cash, shares or any other assets as agreed between both the companies.

For example, XYZ Ltd is purchasing the business of ABC Ltd for an agreed amount of INR 5000K and 100K shares of INR 10 each. Here, purchase consideration is INR 6000K (5000000 + 1000000).

Methods of Purchase Consideration:

Following are the different methods of calculating purchase consideration for Amalgamation:

  1. Lump Sum method: Where the terms of amalgamation provide for payment of a specified sum of money, the consideration for Amalgamation will be taken at that sum and no calculations are needed.

Illustration 1.

A purchasing company agreed to take over a business of selling company for Rs. 5, 00,000. In such a case, the purchase consideration is Rs. 5,00,000. No calculations are needed.

 2. Net Worth or Net Assets Method:

Under this method, purchase consideration is calculated by adding up the values of various assets taken over by the purchasing company and then deducting there from the values of various liabilities taken over by the purchasing company. The values of assets and liabilities for the purpose of calculation of purchase consideration are those which are agreed upon between the purchasing company and the vendor company and not the values at which the various assets and liabilities appear in the Balance Sheet of the vendor company.

(Agreed value of Assets taken over) – (Agreed value of liabilities taken over) = Net Assets

The following relevant points are to be noted while ascertaining the purchase price under this method:

(i)                If the transferee company agrees to take over all the assets of the transferor company, it would mean inclusive of cash and Bank balances.

(ii)              The term all assets, however, does not include fictitious assets, like Debit balance of Profit and Loss Account, Preliminary Expenses Account, Discount and other expenses on issue of shares and Debentures, Advertising Expenses Account etc.

(iii)           Any specific asset, not taken over by transferee company, should be ignored while computing the purchase price,

Iv) If there is any goodwill, pre-paid expenses etc. The same are to be included in the assets taken over unless otherwise stated

(iv)            The term liabilities will always signify all liabilities to third parties. Trade liabilities are those incurred for the purchase of goods such as Trade Creditors or Bills Payable,

 

(v)              Other liabilities like Bank Overdrafts, Tax payable, Outstanding expenses etc. Are not a part of trade liabilities.

(vi)            Liabilities do not include accumulated or undistributed profits like, General Reserve, Securities Premium, Workmen Accident Fund, Insurance Fund, Capital Reserve, Dividend Equalisations Fund etc.

 

Illustration 2: (Net Assets Method)

X Limited is taken over by Y Limited on the following terms and conditions:

I)                   The assets of X Limited are valued at Rs. 8,80,000

II)                The liabilities of X Limited are valued at Rs. 430,000

III)              Rs.240,000 in cash is paid to the shareholders of X Limited.

IV)             The balance of consideration is discharged by issue of shares of Rs.10 each at Rs. 20 per share.

Show how the purchase consideration for Amalgamation is discharged by Y Limited.

 

Solution: Calculation of purchase consideration

Assets taken over

Rs. 880,000

Less: Liabilities taken over

Rs. 430,000

Net Assets ( Purchase Consideration)

Rs.450,000

Purchase Consideration for Amalgamation is discharged as under:

 

Purchase consideration for Amalgamation

Rs.450,000

Less: Discharged in cash

Rs.240,000

Amount to be discharged by issue of shares

Rs. 210,000

 

 

Therefore, Number of shares= Rs. 210,000÷ Rs.20= 10,500 Shares.

 

3. Net Payment Method:

The agreement between selling company and purchasing company may specify the amount payable to the share-holders of the selling company in the form of cash or shares or debentures in purchasing company. AS – 14 states that consideration for amalgamation means the aggregate of shares and other securities issued and the payment made in the form of cash or other assets by transferee company to the share-holders of transferor company. Thus, under net payment method purchase consideration is the total of shares, debentures and cash which are to be paid for claims of Equity and Preference share-holders of the transferor company.

The following points are to be noted while ascertaining the purchase price under net payment method:

 

(i)                The assets and liabilities taken over by the transferee company and the values at which they are taken over are not relevant to compute the purchase consideration.

(ii)              All payments agreed upon should be added, whether it is for equity share holders or preference share-holders.

(iii)           If any liability is taken over by purchasing company to be discharged later on, such amount should not be deducted or added while computing purchase consideration.

(iv)            When liabilities are not take over by the transferee company, they are neither added or deducted while computing consideration.

(v)              Any payment made by transferee company to some other party/third party/outside liabilities on behalf of transferor company are to be ignored.

 

Illustration 3 (Net Payment Method):

Illustration 1: X Limited is taken over by Y Limited which is having 60000 equity shares of Rs. 10 each. Y Limited agrees to make the following payments:

  1. Cash @ Rs 4.50 per share are for every share held in X Limited.
  2. Issue 3 shares of Rs 10 each at per for every five years held in X Limited.
  3. Discharge of Rs 300000, 12% debentures of X Limited at 10% premium by issuing 13% debentures in Y Limited at par and
  4. Rs. 90000 cash to the creditors of X Limited in final settlement of their account. Determine the amount of purchase consideration for amalgamation as per A S 14.

 

Solution:

 Calculation of purchase consideration for amalgamation

 Cash for shareholders: 60000× Rs 4.5         =     Rs.270,000

 Shares for shareholders: 60000×3Rs.10÷5=      Rs.360,000

 Purchase consideration for amalgamation=.    Rs.630,000

Note. Payment made to 12%Debentures and creditors are ignored

 

 4. Intrinsic Value Method (Shares Exchange Method):

Under this method, net value of assets is calculated according to net assets method and it is divided by the value of one share of transferee company which gives the total number of shares to be received by the share-holders of transfer or company from the transferee company. When the number of shares to be received by the transferor company is known then it is divided by the existing shares of the transferor company and thus the ratio of shares can be found out.

 

Suppose, in exchange of 50 shares of transfer or company, 100 shares of transferee company is available, then everyone share in the transferor company, two shares in the transferee company is available. Therefore, the ratio is 1: 2. This method is also known as Share Proportion Method.

 

Intrinsic Value = Assets available for equity shareholders/Number of equity shares

 

Fractional Shares:

Sometimes owing to certain ratio in which shares are to be given, it is not possible to find the whole number of shares. Any fraction of shares so arrived at, in the absence of any agreement, is always settled in cash at market value.

 

 

 

Illustration 4:

The purchasing company agrees to issue four shares of Rs. 10 each for every three shares of Rs. 10 each of the vendor company. The total numbers of shares of the vendor company are 10,000. The market price of each share of the purchasing company is Rs. 15. Find out purchase price.

 

Solution:

The total number of shares to be issued by the purchasing company to the vendor company = 10,000 x 4/3 = 13,333 1/3 (i.e.13,333 and 1/3)

The purchase price = 13,333x Rs 15 each = Rs 1, 99,995

In cash Rs 15 x 1/3 Rs 5

Total = 2,00,000

 

Note:

In the absence of instruction, it is presumed that cash for a fraction of a share will be paid on market price basis.

 

Key takeaways:

  1. Purchase consideration is the amount which is required to pay by the Transferee company to Transferor company for giving the value of business which is amalgamated.

 

Selection of method for determination of purchase consideration for amalgamation:

If payment method cannot be applied where information regarding payment to various claimants is not given or where the information regarding various payments is incomplete, Net asset method of calculation of consideration for amalgamation should be applied.

Note: Calculation of General reserve to be shown in balance sheet

Minus/ Plus

GENERAL RESERVE FOR BOTH COMPANIES

Xxxx

Minus

Excess payment (i.e Purchase Consideration- share capital of Transferor company)

(Xxxx)

Plus

Short payment (i.e Share capital of Transferor company- Purchase Consideration)

Xxxx

Show in balance sheet

Balance of general Reserve

Xxx

 

Identify nature of Amalgamation

If the six conditions of amalgamation in nature of merger not satisfied then it is treated as amalgamation in nature of purchase. If the information provided in the question is not sufficient to decide the nature of amalgamation or question is silent on the nature of amalgamation then it is better to assume the nature of amalgamation as purchase.

 

PRACTICAL PROBLEMS:

ILLUSTRATION 5:

The following are the balance sheet of X Limited and Y Limited as on 31-3-2020on which date the firms are  amalgamated on the following terms:

1)     the Assets and liabilities of Y Limited are taken over by X Limited at the book values.

2)     a payment of cash at Rs 60 for every Debenture in Y Limited in full discharge of the debentures.

3)     Shareholders of Y Limited to get 7 equity shares in X Limited of Rs 10 each at premium of Rs 5 per share for every two shares in Y Limited. Show the accounting entries in the books of X Limited and draw the balance sheet after amalgamation.(In the nature of Merger)

Y Limited

Balance sheet as at 31-03-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 8000 equity shares of Rs 50 each fully paid

 

B) Reserves and surplus:

General Reserve

2.Non current Liabilities

Long term borrowings

1000, 7 % Debentures of Rs 50 each

Staff provident fund

 

3.Current Liabilities

Trade payables

 

Total

 

 

 

 

400,000

 

 

50,000

 

 

50,000

40,000

 

 

80,000

 

620,000

II. ASSETS

  1. Non current assets

Fixed assets

 

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents

Total

 

 

430,000

 

90,000

90,000

10,000

 

620,000

 

X Limited

Balance sheet as at 31-03-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 120000 equity shares of Rs10 each fully paid

 

B) Reserves and surplus:

General Reserve 

2.Non current Liabilities

3.Current Liabilities

Trade payables

 

Total

 

 

 

 

1200,000

 

100,000

NIL

 

250,000

 

1550,000

II. ASSETS

  1. Non current assets

Fixed assets

Goodwill

 

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents

 

Total

 

 

685,000

10,000

 

310,000

222,000

323000

 

1550,000

 

Solution: Calculation of purchase consideration:

Amount of Purchase Consideration received by Y Limited in Equity shares= 8000×7×Rs.15÷2= Rs.420,000

No. Of shares = 420,000÷ 15= 28,000 Shares

Adjustment of general Reserve:

General Reserve of YLimited.                               50000

+) general Reserve of X Limit                           100,000

  150,000

Less. excess of purchase consideration over paid up share capital

 purchase consideration 420000 share capital 400000 (20000 )

balance of general reserve.                                                  130000

In the books of X Limited (Transferee company)

Journal entries

Date

Particulars

LF

Dr.

Amount (Rs)

Cr

Amount (Rs)

31-3-2020

Fixed asset account Dr

inventory account Dr Sundry Debtors A/c.       Dr

cash account.                    Dr

To 7% debenture account

To sundry creditors account

to staff provident fund account

To liquidator of YLimited account

To reserve account (Being the Assets and liabilities take  over at a consideration of Rs 420000 from Y Limited and difference is credited to general reserve account)

 

430,000

90,000

90,000

10,000

 

 

 

 

 

50,000

80,000

 

40,000

 

 

420,000

30,000

 

Liquidator of Y Limited account Dr

To equity share capital account

To securities premium account

(being consideration for amalgamation discharge)

 

420,000

 

 

 

280000

 

140000

7% debenture A/c Dr

premium on redemption of debenture account Dr

To Cashaccount

( being discharge of 7% debentures of rupees 50 each at rupees 60each)

 

50,000

 

10,000

 

 

 

60,000

Securities premium account debit to premium on redemption of debenture account

 

10,000

 

10,000

 

X limited

Balance sheet as at 31-3-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 120000+28000=148000 equity shares of Rs10 each fully paid

 

B) Reserves and surplus:

General Reserve 

Securities premium reserve (140000-10000)

 

2.Non current Liabilities

 

3.Current Liabilities

Trade payables (250000+80,000)

Staff provident fund

 

Total

 

 

 

 

1480,000

 

 

130,000

130000

 

 

NIL

 

 

330,000

40,000

 

21,10,000

II. ASSETS

  1. Non current assets

Fixed assets

Goodwill

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents(10,000+323000-60,000)

Total

 

 

11,15,000

10000

400,000

312000

 

273000

 

21,10,000

 

ILLUSTRATION 6:

The following are the balance sheet of X Limited and Y Limited as on 31-3-2020 on which date the firms are  amalgamated on the following terms:

1)     The Assets and liabilities of Y Limited are taken over by X Limited at the book values.

2)     Shareholders of Y Limited to get equity shares in X Limited of Rs 10 each for every two shares in Y Limited. Show the accounting entries in the books of X Limited and draw the balance sheet after amalgamation.(In the nature of Merger)

 

Y Limited

Balance sheet as at 31-03-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 10,000 equity shares of Rs 50 each fully paid

 

B) Reserves and surplus:

General Reserve 

2.Non current Liabilities

 

3.Current Liabilities

Trade payables

Other current Liabilities

 

Total

 

 

 

 

500,000

 

50,000

NIL

 

 

70,000

10,000

 

630,000

II. ASSETS

  1. Non current assets

Fixed assets

 

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents

 

Total

 

 

420,000

 

 

100,000

100,000

10,000

 

630,000

 

X  Limited

Balance sheet as at 31-03-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 200,000 equity shares of Rs10 each fully paid

 

B) Reserves and surplus:

General Reserve 

2.Non current Liabilities

3.Current Liabilities

Trade payables

 

Total

 

 

 

20,00,000

 

 

300,000

NIL

 

200,000

 

2500,000

II. ASSETS

  1. Non current assets

Fixed assets

 

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents

 

Total

 

 

1700,000

 

 

200,000

400,000

200,000

 

25,00,000

 

Solution: Calculation of purchase consideration:

Amount of Purchase Consideration received by Y Limited in Equity shares= 1000×8×Rs.10÷2= Rs.400,000

No. Of shares = 400,000÷ 10= 40,000 Shares

Adjustment of general Reserve:

General Reserve of Y Limited.                                                                           50000

+) general Reserve of X Limit                                                                          300,000

350,000

Less. Short payment of purchase consideration over paid up share capital

Share capital 500,000- Purchase consideration 400,000                   100,000

Balance of general reserve.                                                                             450000

 

In the books of X Limited (Transferee company)

JOURNAL ENTRIES

Date

Particulars

LF

Dr.

Amount (Rs)

Cr

Amount (Rs)

31-3-2020

Fixed asset account Dr

inventory account Dr Sundry Debtors A/c Dr

cash account Dr

 

 To sundry creditors account

To other current Liabilities

 To liquidator of Y Limited account

 To reserve account.

( Being the Assets and liabilities take  over at a consideration of Rs 420000 from Y Limited and difference is credited to general reserve account)

 

420,000

100,000

100,000

10,000

 

 

 

 

 

70,000

10000

400,000

150,000

 

 

 

Liquidator of Y Limited account Dr

To equity share capital account

(being consideration for amalgamation discharge)

 

400,000

 

 

400,000

 

X limited

Balance sheet as at 31-3-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 200,000+40000=240,000 equity shares of Rs 10 each fully paid

 

B) Reserves and surplus:

General Reserve 

 

2.Non current Liabilities

 

3.Current Liabilities

Trade payables (200000+70,000)

Other current Liabilities

 

Total

 

 

 

24,00,000

 

 

450,000

 

NIL

 

 

270000

10,000

 

31,30,000

II. ASSETS

  1. Non current assets

Fixed assets 420,000+17,00,000

 

2.     Current assets

Inventory (100000+200000)

Trade receivables (100,000+400000)

Cash and cash equivalents (10,000+200,000)

 

 

Total

 

 

21,20,000

 

 

300,000

500000

 

210,000

 

31,10,000

 

Note: Calculation of capital Reserve/Goodwill under Purchase method of Amalgamation

Particulars

Amount

Amount

Total Assets taken over

 

XXX

Less: Liabilities taken over

 

XXX

Net Assets taken over

 

XXX

Less: Purchase Consideration:

Equity shares

Preference shares

 

 

XXX

xxxx

 

 

 

XXX

If resulting figure is in negative then it will be GOODWILL and if in positive it will be capital reserve (to be shown in balance sheet after amalgamating)

 

 

 

XXX

 

Illustration 7:

X Limited the  acquired the undertaking of  Y Limited on 31-3-2020 for a purchase consideration of Rs. 250 lakh to be paid by fully paid equity shares of Rs.10 each.

Particulars

 X Limited

Amount (Rs)

Y Limited

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital:  equity shares of Rs 10 each fully paid

 

B) Reserves and surplus:

General Reserve 

Statement of profit and loss

Development rebate reserve

 

2.Non current Liabilities

 

3.Current Liabilities

Trade payables

Total

 

 

 

250,00,000

 

 

 

120,00,000

10,00,000

25,00,000

 

Nil

 

 

45,00,000

450,00,000

 

 

 

150,00,000

 

 

 

18,00,000

5300,000

61,00,000

 

Nil

 

 

95,00,000

377,00,000

II. ASSETS

  1. Non current assets

Fixed assets

2.     Current assets

Inventory

Trade receivables

Cash and cash equivalents

Total

 

 

330,00,000

 

55,00,000

45,00,000

20,00,000

 

450,00,000

 

 

280,00,000

 

40,00,000

40,00,000

17,00,000

 

377,00,000

 

Pass  the necessary journal entries in the books of X Limited when amalgamation is in the nature of purchase and also prepare balance sheet of X Limited after amalgamation assuming that development rebate reserve of Y Limited is required to be continued in the books of  X Limited.

Solution:

Purchase consideration= Rs.250 Lakhs (given)

Calculation of Capital Reserve/ Goodwill

Particulars

Amount

Amount

Total Assets taken over

 

377,00,000

Less: Liabilities taken over

 

95,00,000

Net Assets taken over

 

282,00,000

Less: Purchase Consideration:

Equity shares

 

 

 

 

 

 

250,00,000

 capital reserve

 

(to be shown in balance sheet after amalgamating)

 

 

32,00,000

 

Amalgamation in the nature of purchase:

In the books of X Limited

Journal entries

Date

Particulars

LF

Dr (Rs)

Cr (Rs)

31-3-2020

Business purchase account Dr

 To liquidators of Y Limited (Being purchase of business of Y Limited)

 

 

 

Fixed asset account Dr

Inventory account Dr

Trade debtors account Dr

Cash and cash equivalents account Dr

To current liabilities account

To business purchase account

To Capital Reserve account

 

(Being Assets and liabilities taken over.)

 

 

Y Limited account Dr

To Equity share capital account

 

(Being payment of purchase price by issue of 2500000 equity shares of rupees 10 each)

 

 

Amalgamation adjustment account Dr

To development rebate reserve

( being caring for what of reserves of Y Limited)

 

250,00,000

 

 

 

 

 

280,00,000

40,00,000

40,00,000

17,00,000

 

 

 

 

 

 

 

250,00,000

 

 

 

 

 

 

61,00,000

 

 

250,00,000

 

 

 

 

 

 

 

95,00,000

250,00,000

32,00,000

 

 

 

 

 

250,00,000

 

 

 

 

 

 

61,00,000

 

X Limited

Balance sheet as at 31-3-2020

Particulars

Amount (Rs)

I.EQUITY AND LIABILITIES

1. Shareholders fund

A) Share capital: issued and paid up capital: 50,00,000 equity shares of Rs 10 each fully paid

 

B) Reserves and surplus:

General Reserve (X Limited)

Capital Reserve

Statement of profit and loss (X Limited)

Development rebate reserve (61,00,000+25,00,000)

 

2.Non current Liabilities

 

3.Current Liabilities

Trade payables

 

Total

 

 

 

500,00,000

 

 

120,00,000

32,00,000

10,00,000

86,00,000

 

Nil

 

 

140,00,000

 

888,00,000

II. ASSETS

  1. Non current assets

Fixed assets 330,000+280,00,000

 

2.     Current assets

Inventory (55,00,000+40,00,000

Trade receivables (45,00,000+40,00,000)

Cash and cash equivalents (17,00,000+20,00,000)

Amalgamation adjustment account (Y limited)

 

Total

 

 

610,00,000

 

 

95,00,000

85,00,000

37,00,000

61,00,000

 

888,00,000

 

 

Reference:

  1. C.Mohan Juneja, Biplab Das, Atul Ch. Das Advanced Corporate Accounting, Kalyani Publishers
  2. S.P.Jain, K.L. Narang- Advanced Corporate Accounting, Kalyani Publishers
  3. B.B. Dam, H.C. Gautam- Advanced Corporate Accounting, Gayatri Publications, Guwahati

Index
Notes
Highlighted
Underlined
:
Browse by Topics
:
Notes
Highlighted
Underlined