Amalgmation, Absorbtion, External Reconstruction
Amalgmation, Absorbtion, External Reconstruction
one taking over the other. Therefore, the term ‘amalgamation’ contemplates two kinds of
activities:
(i) two or more companies join to form a new company or
(ii) absorption i.e blending of one by the other. Thus, Amalgamation includes
absorption.
The purpose of companies joining together is to secure various advantages such as the
economics of large-scale production, avoiding competition, increasing efficiency expansion,
etc.
The companies going into liquidation or merged companies are called vendor companies
or transferor companies. The new company formed to take over the liquidated companies or
the company with which the transferor company is merged is called the transferee or vendee.
In the case of Amalgamation, the assets and liabilities of transferor company(s) are
Amalgamated company and the transferee becomes vested with all such assets and liabilities.
Whenever an undertaking is being carried out by a company and is in substance
transferred, not to an outsider, but to another company consisting substantially of the same
shareholders with a view to it being continued by the transferee company, there is an external
reconstruction. Such external reconstruction is essentially covered under the category
‘amalgamation’ like a merger in AS-14.
Basic Amalgamation Absorption External
reconstruction
Meaning Two or more In this case, an In this case, a newly
companies are wound existing company formed company
up and a new company takes over the takes over the
is formed to take over business of one or business of an
their business more existing existing company.
companies
Minimum At least three At least two Only two companies
number of companies are companies are are involved.
companies involved. involved.
involved
Number of Only one resultant No new resultant Only one resultant
new company is formed. company is formed. company is formed.
resultant Two companies are In this case, a newly
companies wound up to form a formed company
single resultant takes over the
company. business of an
existing company.
Objective Amalgamation is done Absorption is done to External
to cut competition & cut competition & reconstruction is
reap the economics on reap the economics done to recognize
a large scale. on a large scale. the financial
structure of the
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company.
Example A Ltd. and B Ltd. A Ltd. takes over the B Ltd. is formed to
amalgamation to from business of another take over the
C Ltd. existing company B business of an
Ltd. existing company A
Ltd.
The Institute of Chartered Accountants of India has introduced Accounting Standard -14
(AS 14) on 'Accounting for Amalgamation’. The standard recognizes two types of
amalgamation –
Type of Amalgamation
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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.
If any or more of the above conditions are not satisfied in an Amalgamation, such
Amalgamation is called Amalgamation purchase.
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Sundry Creditors 50,000 Plant 70,000
General Reserve 35,000 Stock 80,000
Profit and Loss Account 15,000 Debtors 60,000
Cash 75,000
Preliminary Expenses 20,000
Discount on Shares A/c 15,000
5,00,000 5,00,000
The transferee company takes over the business of the transferor company on the
following terms and valuation
The value placed on the various assets is Rs.
Goodwill 60,000
Land and Buildings 1,20,000
Plant 60,000
Stock 75,000
Debtors 55,000
Cash has not taken over
Creditors to be satisfied at Rs. 40,000
Solution:
Value of assets taken over Rs.
Goodwill 60,000
Land and Buildings 1,20,000
Plant 60,000
Stock 75,000
Debtors 55,000
3,70,000
Less: Trade liabilities 40,000
Purchase consideration 3,30,000
2. Net Payment Method
The agreement between the selling company and the purchasing company may specify
the amount payable to the shareholders of the selling company in the form of cash shares or
debentures in the 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 the transferee company to the shareholders of the transferor
company. Thus, under the net payment method purchase consideration is the total of shares,
debentures, and cash that are to be paid for claims of Equity and Preference shareholders of
the transferor company.
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The following points are to be noted while ascertaining the purchase price under the 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 computing the purchase consideration.
(ii) All payments agreed upon should be added, whether it is for equity shareholders or
preference shareholders.
(iii) If any liability is taken over by the purchasing company to be discharged later on,
such amount should not be deducted or added while computing purchase
consideration.
(iv) When liabilities are not taken over by the transferee company, they are neither
added nor deducted while computing consideration.
(v) Any payment made by the transferee company to some other party on behalf of the
transferor company is to be ignored.
Illustration (Net Payment Method):
Following in the Balance Sheet of Abi Ltd.
Liabilities Rs. Assets Rs.
Share Capital : Fixed Assets 16,25,000
10% Preference share of Rs. 3,75,000 Investment 3,00,000
100 each
Equity Share of Rs. 10 each 7,50,000 Current 2,50,000
General Reserve 4,50,000
7% Debentures 3,50,000
Current Liabilities 2,50,000
21,75,000 21,75,000
Calculate purchase consideration under the Net Payments Method on the following
basis:
1. The purchasing company agrees to discharge the 7% debentures at a premium of 10% by
issuing 9% debentures of the purchasing company.
2. Preference shares are discharged at a premium of 10% by issuing 15% Preference Shares
of Rs. 100 each in the purchasing company.
3. For every 2 Equity shares in Abi Ltd. 3 Equity shares of Rs. 10 each in vendee company
will be issued, in addition to cash payment of Rs. 3 per Equity share in Abi Ltd.
Amt (Rs.) Form
1. For Preference Shareholder :
15% Preference shares are purchasing 4,12,500 Preference
company share
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2. For Equity shareholders
Equity shares in purchasing company 11,25,000 Equity
shares
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19,00,000 19,00,000
‘R’ Ltd. agreed to take over the business of ‘A’ Ltd. Calculate purchase consideration
under the Net Assets method based on the following:
The market value of 75% of the sundry assets is estimated to be 12% more than the book
value and that of the remaining 25% at 8% less than the book value. The liabilities are taken
over at book values. There is an unrecorded liability of Rs 25,000.
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1. The purchasing company agrees to discharge the 7% debentures at a premium of 10% by
issuing 9% debentures of the purchasing company.
2. Preference shares are discharged at a premium of 10% by issuing 15% Preference Shares
of Rs. 100 each in the purchasing company.
3. For every 2 Equity shares in Abi Ltd. 3 Equity shares of Rs. 10 each in vendee company
will be issued, in addition to cash payment of Rs. 3 per Equity share in Abi Ltd.
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To Equity Shareholders A/c
(11 Loss on realization
)
Equity Shareholders A/c Dr. [Amount of Loss]o
To Realisation A/c
(12 Transfer equity share capital
)
Equity Share Capital A/c Dr. [Credit Balance]
To Equity Shareholders A/c
(13 Accumulated losses
)
Equity Shareholders A/c Dr. [Total]
To Profit & Loss A/c (Dr. Balance) [Balance as per B/S]
To Deferred Revenue Exp. A/c [Balance as per B/S]
(14 Accumulated profits/reserves
)
Profit & Loss A/c (Cr.) Dr. [Balance as per B/S]
General Reserve A/c Dr. [Balance as per B/S]
To Equity Shareholders A/c
(17 Settle Equity shareholder's accounts
)
Equity Shareholders A/c Dr. [Due]
To Bank A/c [Paid in Cash]
To Equity Shares in Purchasing Co. A/c
(4) Settle Equity shareholder's accounts
Equity Shareholders A/c Dr. [Due]
To Bank A/c [Paid in cash]
To Equity Shares in Purchasing Co. A/c
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(2) Alternatively entries (1) and (2) may be combined, by eliminating Business Purchase A/c
from both entries, i.e.
Various Asset A/cs Dr.
To Various Liabilities A/c
To Liquidator of Vendor Co.
(Difference i.e. the balancing figure is debited to Goodwill or credited to Capital Reserve.)
(3) Create Statutory Reserve
Amalgamation Adjustment Reserve Dr. [Required Amount]
To [Statutory Reserve Name] Account
Note: Under the Revised Schedule VI, Amalgamation Adjustment Reserve is shown under
‘Reserves’ as a separate item (negative amount) in the Balance Sheet.
(4) (Discharge Purchase Consideration)
Liquidator of Vendor Co. Dr. [Purchase Consideration]
Discount on Issue of Shares Dr. [Discount, if any, on issue]
To Equity Share Capital A/c [Paid-up value of Sh. issued
To Pref. Share Capital A/c [Paid-up value of Pref. Sh.]
To Security Premium A/c [Premium, if any, on issue]
To Cash/Bank A/c [Paid, if any]
(5) Discharge Debentures of Vendor Co.
Debentures in Vendor Co. Dr. [Take-over Value]
Discount on Issue of Deb. In Purchasing Co. Dr. [Discount, if any, on issue]
To Debentures in Purchasing Co. A/c [Nominal value issued]
To Security Premium A/c [Premium, if any, on issue]
To Cash/Bank A/c [Paid, if any]
Note: Debentures in Vendor Co. are recorded at the value t which they are to be settled, in entry
(2) above. Thus, if debentures of ₹ 50,000 are agreed to be settled for ₹ 60,000, entries in (2) and
(5) will be for ₹ 60,000.
(6) Share Issue Expenses Paid
Share Issue Expenses Dr. [Amount of expenses]
To Bank
(7) Dissolution expenses are paid & borne by the purchasing company
Goodwill A/c Dr. [Amount of expenses]
To Cash/Bank A/c
(8) Set off Goodwill and Capital Reserve
Capital Reserve A/c Dr.
To Goodwill A/c
Q5) 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 the assets and liabilities of both
companies. It is agreed that fully paid shares of ₹ 100 each shall be issued by the new Co. to
the value of net assets of each of the old companies/
Summary Balance Sheet of A Ltd. as of 31st March 2012
Liabilities ₹ Assets ₹
Shares of ₹ 50 each 50,000 Goodwill 5,000
General Reserve 20,000 Land and Building 17,000
Profit & Loss A/c 3,000 Plant & Machinery 24,000
Sundry Creditors 4,000 Stock 10,000
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Bills Payable 4,000 Debtors 12,000
Furniture & Fittings 5,000
Cash at Bank 8,000
81,000 81,000
Profit & Loss A/c 4,000 -- Misc. Exp. Not W/o -- 5,000
Advertisement Exp.
3,56,000 1,41,00 3,56,000 1,41,000
0
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The two companies agree to amalgamate and form a new company M/s—Ujala Ltd. which
takes over the assets and liabilities of both the companies.
The authorised capital of Ujala Ltd. is ₹ 20,00,000 consisting of 2,00,000 Equity shares of ₹
10 each.
The assets of Nisha Ltd. are taken over at 90% of the book value except land and buildings
which are accepted at book value.
Both companies are to receive 10% of the net valuation of their respective business as
Goodwill.
The purchase consideration is to be satisfied by Ujala Ltd. in its fully paid shares at a 10%
premium. In return for Debentures of Nisha Ltd., Debentures of the same amount and
denomination are to be issued by Ujala Ltd.
Close the books of Nisha Ltd. and Usha Ltd. and show the Opening Balance Sheet of Ujala
Ltd. under the Purchase Method.
PURCHASE CONSIDERATION
Purchase consideration represents consideration paid in cash, shares,
debentures etc.
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SL.NO PARTICULAR DEBIT CREDIT
1 Sale with assuming profit
Bank A/C Dr XXX
To Assets A/C(book value) XXX
To Realisation A/c(Profits) XXX
2 Sale with assuming loss
Bank A/c Dr XXX
Realisation A/c(loss) Dr XXX
To Assets A/c(Book Value) XXX
Realisation Expense
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AMOUNT DUE TO EQUITY SHAREHOLDERS
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Merger Pooling of Interest Method
Purchase Purchase Method
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OTHERS
AMALGAMATION
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