Amalgamation of Companies
Amalgamation of Companies
In order to take the advantage of economies of large scale production, to avoid competition and
duplication of expenses and to employ efficient staff in an organization at a higher salary two or
more companies may combine together forming a new company or by existing company taking
over the business of another existing company. Amalgamation of companies included two types
of activities:
Types of Amalgamation
According to AS-14, for the purpose of accounting there are two types of amalgamation.
Types of Amalgamation
ii) The shareholders holding 90% or more face value of the equity shares of vendor (transferor)
becomes the equity shareholders of the purchasing (transferee) company.
iii) The consideration due to the equity shareholders of the transferor for amalgamation is to be
paid wholly by the issue of equity shares in the transferee, except cash which is to be paid to
dissenting shareholders.
Purchase Consideration
According to As-14 Consideration for amalgamation means an aggregate of shares and other
securities issued and the payment made in the form of cash by the transferee company to the
shareholders of the transferor company. Thus the purchase consideration will not include the
sum which is being to creditors, debenture holders, or any other liability to third party and even
the expenses which are being for the winding up of the company. If some of the liabilities of the
transferor company are not taken over by the transferee company then such liability is to be
discharged by the transferor company. For the purpose of calculation of purchase consideration
assets and liabilities are taken over at their fair value by the transferee company and if the fair
value is not mention then at their net book values.
Agreed value/book value/market value of Assets XXX
(-) Agreed values of liabilities taken over XXX
Value of Purchase Consideration XXX
Furniture: 2,00,000
Inventories:12,00,000
Solution:
In the Net Payment Method, the value of the purchase consideration is calculated by summing up the total
amount paid by the transferee company to the equity shareholders, preference share holders of the
transferor company including the amount paid in cash if any but it will not include any payment which is
being made to the debenture holders of the transferor company.
Amount of Preference Shares
Purchase Consideration = + Amount of Equity Shares
+ Cash for Preference Shareholders and
Equity Shareholders
Illustration 2: Net Payment Method
Y Co. Ltd agrees to take over the business of Z Co. Ltd; the consideration being the assumption of trade
liabilities 75,000, liquidation expenses amounted to 4,000, redemption of 10% debentures of
8,00,000 at a premium of 10% by the issue of 12% debentures in Y Co. Ltd. and the payment of 20
per share in cash and the exchange of 4 fully paid 10 share in Y Co. Ltd. at the market price of 30 per
share for every share in Z Co. Ltd. The share capital of Transferor Company consists of 10,000 shares of
50 each fully paid.
Solution:
In the Intrinsic Value Method, the purchase consideration is computed on the basis of Intrinsic Value of
the shares. The Intrinsic Value is calculated by dividing the value of net assets of equity shareholders by
the number of equity shareholders. If the Exchange ratio or swap ratio of the two companies are given
then intrinsic value need not be calculated.
Y Ltd. takes over the business of Z Ltd. and agrees to pay the following amounts:
i) 6 equity shares of Y ltd. for every 10 equity shares of Z Ltd at 30 per share. Z Ltd. has
1,00,000 Equity shares of 10 each.
Cash 12,00,000
Purchase Consideration 30,00,000
Note: (i) When the Exchange Ratio is not given, it will be calculated as follows:
(ii) When the value of the shares of the companies is not given then the Intrinsic Value of the same has
to be calculated.
Intrinsic value = Value of Net assets available to equity Shareholders Number of Equity Shares
i)
Under this method transferee (purchasing) company pays a fixed sum to the transferor (vendor) company.
(iii) Assets which are not taken over are also to be transferred to realisation account at
their gross book values i.e. without deducting provisions against them
(iv)Cash (in hand as well as at bank) is also transferred to the realisation account in
case of amalgamation in the nature of merger. In the case of an amalgamation in the
nature of purchase, it is transferred only when these are taken over by the transferee
company.
(v) Fictitious Assets such as discount on the issue of shares, debit balance in profit and
loss account, preliminary expenses etc are never transferred to realisation account
even in case when the entire business is taken over by the transferee company.
(vi)Goodwill and other intangible assets such as trademark, patents are also to be
transferred to realisation account.
II) For Transfer of all liabilities to the Realisation Account at their Book Values
Sundry Liabilities Account Dr.
To Realisation Account
(i) All the liabilities whether taken over by the purchasing company or not are to be
transferred at their respective book values to the Realisation Account.
(ii) Fund items such as Pension fund, Provident fund, superannuation fund are external
liabilities and hence should be transferred to Realisation Account.
(iii) In respect of some funds like workmen compensation fund, Employee Insurance
Fund which are partly profit and partly liability; then in that case liability is
transferred to the realisation account and balance which is profit is transferred to the
Equity Shareholders Account.
(iv)Accumulated Profits and Reserves are not transferred to realisation account. These
are transferred to Equity Shareholders Account.
(v) Debenture holders and other external third part liability is also transferred to the
Realisation Account.
(i) When liquidation expenses are paid and borne by the transferor company:
To Bank Account
(ii) When the liquidation expenses are paid by the transferor company and reimbursed
by the transferee company:
To Bank Account
To Transferee Companys
(iii) When the liquidation expenses are paid as well as borne by the transferee
company, then in that case no entry is made in the books of Transferor Company.
Bank Account D
r.
To Realisation Account
To Realisation Account
a) Profit on Realisation
b) Loss on Realisation
XI)Recording the transfer of Equity Share Capital Account, Accumulated Profit and
Reserve Account to Equity Shareholders Account
XII) For Transferring Accumulated losses and Fictitious Assets Account to Equity
Shareholders Account
To Cash/Bank Account
II) For Recording the Assets Taken over by the Transferee Company From the
Transferor Company
[The books of the transferee company record all the assets, Liabilities and reserves of the
transferor company at their book values on the date of amalgamation. The difference between
the debit and credit balance if any is adjusted in reserve account.]
[If the Shares are issued at discount or premium then same is debited or credited with the amount
of discount or premium on the issue of shares]
To Debentures Account
[If the debentures are issued at discount or at premium then same is debited or credited with the
amount of discount or premium on the issue of debentures]
To Bank Account
To Liquidation Expenses
VI) For the Payment of formation Expenses by the Transferee Company
To Bank Account
No Adjustment is to be made in Statutory Reserve. These will be recorded in the books of
transferee company at book values.
[The Assets and liabilities are to be recorded at their book value or a their market values as the
case may be]
II) For Recording the Assets and Liabilities of the Transferor Company taken
over by the Transferee Company
[The Assets and liabilities are to be recorded at their book value or a their market values as the
case may be]
If the amount of credit account exceeds the amount of Debit account then such
balance is to be debited to Goodwill Account.
If the amount of debit account exceeds the amount of credit account then such
balance is to be credited to Capital Reserve Account.
III) For Paying the Purchase Consideration
To Bank Account
[If the Shares are issued at discount or premium then same is debited or credited with the amount
of discount or premium on the issue of shares]
To Bank Account
To Debentures Account
[If the debentures are issued at discount or at premium then same is debited or credited with the
amount of discount or premium on the issue of debentures]
To Bank Account
Illustration 1: Amalgamation in the nature of Merger
The Balance sheet of X Ltd. and Y Ltd. as at 31st March 2014 were as follows:
X Ltd.
Particulars Amount(
)
EQUITY AND LIABILITIES:
Equity share Capital (Shares of 10 each) 15,00,000
General Reserve 20,000
Sundry Creditors 1,00,000
16,20,000
ASSETS
Land and Building 7,50,000
Plant and Machinery 4,50,000
Stock 1,40,000
Debtors 1,80,000
Cash at bank 1,00,000
16,20,000
Y Ltd.
Particulars Amount()
EQUITY AND LIABILITIES:
Equity share Capital 7,50,000
(Shares of 10 each)
General Reserve 1,80,000
Sundry Creditors 45,000
9,75,000
ASSETS
Land and Building 4,50,000
Plant and Machinery 3,00,000
Stock 97,500
Debtors 82,500
Less: Provision (7,500) 75,000
Cash at bank 52,500
9,75,000
X. Ltd Agreed to absorb the business of Y. Ltd on the following terms and conditions:
i) All the Assets and Liabilities of Y Ltd. are taken over by X Ltd. at book value.
ii) X Ltd. agreed to issue six shares of 10 for every five shares of Y Ltd.
The expenses of absorption amounting to 15,000 were paid X Ltd.
Pass the Journal Entries in the books of X Ltd. according to pooling of interest method and
prepare its balance sheet after absorption.
Solution:
Books of X Ltd.
X Ltd.
Balance Sheet As at 31st March 2014
Particulars Note
I EQUITY AND LIABILITIES
1. Shareholders Funds
a) Share Capital 1 24,00,000
b) Reserves and Surplus 2 35,000
Sub Total 24,35,000
2. Current Liabilities 3
Notes to Accounts
Share Capital
Balance b/d
Inventories 12,00,000
2,55,000
Accounting Notes:
ii) The Difference between the share capital issued and the amount of the share capital of
the transferor (vendor) company should be treated as capital loss as shown below:
iii) This Capital loss should be first adjusted against the capital reserve and then against
the revenue reserve.
2,00,000
50,000
35,000
Illustration 2:
Particulars Amount()
EQUITY AND LIABILITIES Share
Capital:
1,00,000 Equity Shares of 10 each 10,00,000
Total 23,00,000
ASSETS 1,50,000
Goodwill 6,40,000
Stock 1,80,000
Goodwill 2,50,000
Stock 4,00,000
25% of the Purchase Consideration was satisfied by the issue of 20% Preference shares of
100 each fully paid up. Half of the Purchase Consideration was paid by the issue of fully paid
up equity shares at par and the balance was paid in cash. The Preference Shares received from
Anu Ltd. were given to Preference Shares of Bhanu Ltd. in exchange of shares held by them.
Liquidation expenses amounted to 20,000 which was paid by Bhanu Ltd. out of Cash
received from Anu Ltd. Debenture holders of Bhanu Ltd. were discharged by issue of 15%
own debentures of Anu Ltd.
Solution:
25,00,000 25,00,000
S.No
Particulars Debit () Credit ()
.
i) Business Purchase Dr. 20,00,000
20,00,000
Liquidators of Bhanu Ltd. Dr. 5,00,000
To Equity Share Capital Account 10,00,000
2,00,000
10% Debentures in Bhanu Ltd. A/c Dr. 2,00,000
Sometimes at the time of absorption it is found that the transferee company and the transferor
company are debtors and creditors of each other due to the sale and purchase of goods or bills
of exchange or loans and advances given by one company to another company. After the
absorption both the companies becomes the single legal entity as a result of it there are no
receivables nor payables and hence these accounts have to be eliminated by debiting the
Payable Account like creditors or Bills payable and by crediting the Receivables Accounts like
Debtors and Bills receivables.
Accounting Treatment
1. Books of Transferor Company
There is no effect of inter-company Owings in the books of transferor company. All the entries
are passed in the same manner in the books of the transferor company.
Note: Any bills which is drawn by one company in favour of another company and discounted
with the bank in no longer intercompany bills of Exchange and hence no tot be cancelled.
Inter-Company Stock
Sometimes it may be possible that the goods sold by the transferor company to the Transferee
company may be lying in the stock of Transferee Company. Such Goods are at selling price of
the vendor company and hence includes the profit. In case of Absorption such profit is to be
cancelled so as to show the stock at cost price in the books of transferee company.
To Stock Account
To Stock
At the time of absorption the stock of goods of Transferor Company might include some goods
sold by the transferee (Purchasing) Company to the transferor (Vendor) Company. When the
transferor company is absorbed it becomes the stock of Transferee Company. The stock which
is acquired by the purchasing company is at the selling price and includes unrealised profit. In
such a case the Purchasing Company would record the stock at cost price while passing the
entries on acquisition of the assets of the vendor company.
Mittal Ltd. agreed to acquire the business of Ashish Ltd. The Balance Sheet of Ashish Ltd as on
31st March, 2014 is as follows:
Particulars Amount()
EQUITY AND LIABILITIES
Share Capital:
75,000 Equity Shares @ 10 each Total 7,50,000
37,500 10% Preference Shares @ 10 each 3,75,000
Profit and Loss Account 1,68,750
15% Debentures 3,75,000
Sundry Creditors 5,62,500
22,31250
ASSETS
Land and Building
7,50,000
Plant and Machinery
3,75,000
Stock
7,50,000
Cash at Bank
1,87,500
Sundry Debtors
1,31,250
Discount on the issue of Shares
37,500
22,31,250
The Purchase Consideration was Payable as follows:
i) Equity Shares are discharged by the issue of 6 equity shares of 10 each at a premium of
10% and are to be paid in cash against for every 5 shares held.
ii) The Preference Shareholders of Ashish Ltd. are discharged by the issue of 20%
preference Shares at a premium of 10% in Mittal Ltd.
iii) Debenture holders of Ashish Ltd. are to be discharged by Mittal Ltd at a premium of 8%
by the issue of 20% Debentures at a discount of 5% Assets and Liabilities are valued as
follows:
Stock 8,25,000
It was agreed that before acquisition, Ashish Ltd will pay dividend at the rate of 20%
to Equity shareholders.
You are required to prepare necessary Ledger Accounts in the books of Ashish Ltd and pass
Journal Entries in the books of Mittal Ltd.
Solution:
Particulars Amount()
Preference Shareholders
Equity Shareholders
Amount Amount
Particulars Particulars
( ) ( )
To Land And Building A/c 7,50,000 By 15% Debentures 3,75,000
(4,12,500-3,75,000) 37,500
() ( )
To Discount on issue of shares 37,500
By Equity Share Capital 7,50,000
To Equity Shares in Mittal Ltd 9,90,000
By Profit and Loss A/c
To Bank A/c 45,000
(1,68,750-1,50,000) By 18,750
Realisation A/c 3,03,750
10,72,500 1072,500
Dissenting Shareholders
Dissenting shareholders are those shareholders that have not agreed to scheme of
Amalgamation. As per Section 235 of the companies Act 2013,shares of Dissenting
shareholders can be acquired by the Amalgamated Company on any one of the following
conditions:
I) On the same terms and conditions on which the other shareholders have
agreed.
II) On the separate terms and conditions between the amalgamated company
and the dissenting shareholders.
III) On the terms and conditions issued by the court on the application made
either by the transferee company or the transferor company.
Accounting Treatment
I)Purchase Consideration: It is calculated in the same manner unless transferee company
makes payment only for willing shareholders, then in that case only the payment made to
willing shareholders is taken into account while calculating the purchase consideration.
II) Entries in the Books of transferee company: Journal entries in the books of
transferee company are passed in the same manner depending upon the amalgamation in
the nature of merger or amalgamation in the nature of purchase.
III)Entries in the Books of transferor company: The paid up share capital held by
dissenting shareholders is transferred to a separate account called Dissenting Shareholders
Account and realisation account is debited or credited accordingly depending upon the
discount allowed or premium paid to them. The remaining balance is transferred to willing
shareholder account.
External Reconstruction
Sometimes, there is a need to reorganise the capital structure of the company which can have
possibly two alternatives: i) Internal Reconstruction ii) External Reconstruction
Internal Reconstruction is reorganising the capital structure of the company without the
liquidation of the company whereas External Reconstruction means reorganising the capital
structure of the company by liquidating the old company(Loss or sick unit) and forming a
brand new company consisting of substantially the same shareholders.
In case of external reconstruction an old company is dissolved and a new company is formed
to take over the liquidated company. External reconstruction is neither Amalgamation nor
Absorption, it is simply reorganisation of loss and sick industrial unit.
Accounting Treatment
Books of Transferor Company
Books of the transferor company are closed in the same usual manner as in case of
Amalgamation.
Books of Transferee Company
The Journal Entries in the books of Transferee company is same as those of amalgamation in
the Nature of Purchase as in this case Assets and Liabilities are usually recorded at their fair
value.
Patents 3,00,000
Stock 9,80,000
i) A New Company Sun ltd. is formed called Sun Ltd. to with an authorised share capital of
65,00,000 in equity shares of 10 each.
ii) Each equity share in old company is issued one Equity share in new company at 5 each.
iii) Each Preference Share in old Company is allotted two preference shares in New Company
at 5 each.
iv) Debenture holders are to be issued 60,000 equity shares in the New Company as fully paid
up.
vi) The remaining unissued share are issued to the directors in the New Company as fully
paid up.
v) All the Assets of the old company are taken over by the New Company except
patents, Plant and Machinery at 8,20,000 and Stock 8,60,000.
You are required to prepare necessary Ledger Accounts in the books of Shine Ltd and pass
Journal Entries in the books of Sun Ltd.
Solution:
S.No
. Particulars Debit () Credit ()
i) 25,00,000
Business Purchase Dr.
25,00,000
To Liquidators of Shine Ltd.
ii)
9,00,000
Goodwill(Balancing Figure) Dr.
8,20,000
Plant and Machinery Dr.
5,10,000
Sundry Debtors Account Dr.
8,60,000
Stock Account Dr.
Cash at bank Account Dr. 10,000
25,00,000
To Business Purchase Account
4,00,000
iii) To Sundry Creditors Account
6,00,000
To Debenture holders of Shine Ltd
iv) Liquidators of Shine Ltd. Dr. 25,00,000
25,00,000
To Equity Share Capital Account
v) Debenture holders of Shine Ltd. A/c Dr.
6,00,000
To Equity Share Capital A/c Bank A/c 6,00,000
Dr.