5 Amalgamation
5 Amalgamation
r
- Easy
v
AMALGAMATION (AS 14)
.
“Go confidently in the direction of your dreams, Live the life you’ve imagined”.
(i) 2 or more companies join to form a new company (Popularly known as Amalgamation)
- - -
(ii) absorption and blending of one by the other (Popularly known as Absorption).
- -
RECONSTRUCTION
j Internal ~
External
Reconstruction
Reconstruction
③
External
(Residua) Q ②
- Amalgamation Absorption
Reconstruction - -
- X Ltd.
>
-
Y Ltd.
-
Existing X Ltd. takes
- -
old
-
new
-
Z Ltd. (New)
-
Formation No new company is formed but only A new company is formed to take over
-
- - -
Reduction
-
There is certain reduction of capital
-
There is no reduction of capital. In fact
-
of Capital & sometimes outside liabilities like there is fresh share capital of the
- -
-
debenture holders may have to company
reduce their claims
-
Page 5.1
CA NITIN GOEL AMALGAMATION (AS 14)
xNow)
Basis Amalgamation Absorption External
z(New)
- - -
x +y = Xy Reconstruction
-
Meaning -
2 or more companies An existing company A newly formed
- - -
company is formed to
-
of one or more existing the business of an
- -
Minimum no.
-
of companies
>
-
Atleast 3
-
Atleast 2
-
Only 2
-
involved
-
company
-
Purchase consideration is the aggregate of shares and other securities issued (i.e. any long
term security from the left side of the balance sheet including equity shares, preference
shares, debentures etc.) and payments made in the form of cash and other assets (anything
from the asset side) by the transferee company to the shareholders of transferor company.
- -
- -
-
g
- -
Joed
-
- - - - - -
- -
-
- -
-
① a
Paymen
Net
- When -
(NAM)
-
(NPM) applied-
-
- -
- -
A
③ Lumpson consideration -
- -
④ Intrinsic Value/Share
Enchange -
Page 5.2
.
22 + 1 = 3
Sh.
666
CA NITIN GOEL 1000XZ :
A
5 Amalgamation in the Nature of Merger (Pooling of interest method)
As per AS-14 the following 5 conditions are to be fulfilled: -
1. E
-
accounting
=
policy.
3. Purchase consideration is discharged by issue of equity shares only to the equity
- - -
5. Shareholders holding atleast 90% of face value of the equity shares in the ‘vendor company’
- -
-
becomes the equity shareholders in the purchasing company.
- -
C
~To Liquidator of Vendor Company A/c
-
-
NPM NAM
2. Taking over Assets & Liabilities of Vendor Company
A. Nature of Purchase P C .
.
r
Assets A/c Dr. (Individually at taken over value) -
Reu
-
- -
G
B. Nature of Merger
r
/w or
up
Re
vo P C
.
Merger Digg Sh
sep
↑
-
: .
]
To Equity share capital
-
To Debentures
over face value
-
To -
Securities Premium - >
To Bank A/c
-
Page 5.3
CA NITIN GOEL AMALGAMATION (AS 14)
=
Discount on Issue of Debentures A/c
-
To Debentures
Dr.
To Securities Premium
-
[
6. Eliminate unrealized profit included in the unsold stock/ stock reserve
Profit (t)
A. Nature
-
of Purchase Stock x
on sales
Goodwill/Capital Reserve A/c Dr.
- To Stock A/c
B. Nature of Merger
-
To Asset A/c
-
i.e.
Creditors A/c
-
Dr.
To Debtors A/c
-
8. Record the Statutory Reserves of Vendor Company (Only in case of Purchase Method)
Amalgamation Adjustment Reserve A/c Dr. 100
-
To Statutory Reserve A/c >
- Cro 100
-
Note:
Statutory reserves are those reserves which are required to be maintained for specific
- -
number of years in the balance sheet as per requirements of any statute like Income Tax Act,
- -
-
S Res . 100
• Foreign Project Reserve
-
• Shipping Reserve
tatutory
Res (100)
Amay
Adj
-
.
- .
Disclosure:
To be disclosed under the head ‘Reserves & Surplus’ on the Equity & Liabilities Side of the
Balance Sheet.-
-
Page 5.4
CA NITIN GOEL AMALGAMATION (AS 14)
with the books of vendor company. Also the accounting treatment in the books of vendor is
-
- -
( Medication
Alc)
- -
%
000195,000
• Miscellaneous expenditure
-
If any asset is such which is having corresponding provision, then gross value is
- -
to be transferred.
-
C
-
To Realisation A/c
>
-
5. Realize those assets which have not been taken over by Purchasing Company
Cash/Bank A/c
-
Dr.
To Realisation A/c
>
-
Page 5.5
CA NITIN GOEL AMALGAMATION (AS 14)
6. Paying off the liabilities which have not been taken over by Purchasing Company
Realisation A/c
-
Dr.
To Cash/Bank A/c
-
-
Case 1: If expenses borne and paid by vendor company
-
Realisation A/c
-
Dr. 15000
To Cash/Bank A/c
-
15000
Case 2: If expenses
-
are to be reimbursed by the purchasing company Emp 15000 =
>
To Bank 15000
To Cash/Bank A/c (With the total)
15008
Ban
>
. 0000
b) On Reimbursement
- o Red 1000
Cash/Bank A/c Dr. 1000
②
10000 Red 5000
To Purchasing Company A/c .
To Bank 5000
8. Discharge the Claims of Preference Shareholders
A: Making Claim Due
-
110000/9500
-
To Realisation
-
A/c (With Difference) 5000
B: Making Payment
-
J P C
>
-
>
-
B: If-Loss
To Realisation A/c
-
Page 5.6
CA NITIN GOEL AMALGAMATION (AS 14)
To Cash/Bank A/c
-
To Preference
-
Shares of ‘P’ Co.
To Debentures of ‘P’ Co.
-
Realisation A
thee in books
TOPIC 5: INTRINSIC VALUE METHOD If
I Ve .
given ,
co-applyunless of
Purch Nation
of
.
Purchase ,
otherwise.
specified
Inge/suRig
·
~
-~
Page 5.7
CA NITIN GOEL AMALGAMATION (AS 14)
ASSIGNMENT QUESTIONS
Question 1
Vendor/Old Pg no._____
1. Shareholders’ Fund
>
-
-
10% above the book value; investments at
-
-
ET
-
You are required to calculate the purchase consideration as per the net assets method.
- -
Share Capital:
- 2,000 7% Preference shares of ₹ 100 each (fully paid-up)
-
2,00,000
--5,000 Equity shares of ₹ 100 each (fully paid-up) 5,00,000
Reserves 3,00,000
6% Debentures 2,00,000
Trade payables 1,00,000
P. Ltd. has agreed:
-a)Eto issue 9% Preference shares of ₹ 100 each, in the ratio of 3 shares of P. Ltd. forG
- W-
4
preference shares in S. Ltd.
-
- -
20 per share in cash and to issue six equity shares of ₹ 100 each (market value ₹
-
Page 5.8
CA NITIN GOEL AMALGAMATION (AS 14)
-
-
₹10 each at a premium of 20%
-
-
1 Shareholders’ funds
Share capital 1 22,50
Reserves and Surplus 2 9,00
2 Non-current liabilities
m
Long-term borrowings 3 7,00
3 Current liabilities ~
Trade Payables 5,00
-
Total 43,50
Assets
1 Non-current assets
Property, Plant and Equipment
Non-current investments
4
5
-32,50
6,00
2 Current assets
50
Inventories
-
2,00 -
Trade receivables
-
2,00
Cash and Cash equivalents
-
1,00
Total 43,50
Notes to accounts
Share Capital ₹ in (‘000)
1 Equity share capital
1,50,000 Equity Shares of ₹ 10 each
-
Page 5.9
CA NITIN GOEL AMALGAMATION (AS 14)
a. Discharge
- 15% debentures at a premium of 10% by issuing 15% debentures of X Ltd.
- - >
-
-
P Ltd. V Ltd.
-
Securities Premium
₹ 10 each) 15,000
3,000
-
6,000
-
(600LX10)
Foreign Project Reserve
-
- 310
General Reserve 9,500 3,200
Profit and Loss Account 2,870 825
12% Debentures v So
- 1,000
O
Bills Payable
Sundry Creditors Others
> 120
1,080
-
463
Sundry Provisions 1,830 702
33,400 12,500 -
Assets
Land and Buildings 6,000 g-
Plant and Machinery 14,000 5,000
Furniture, Fixtures and Fittings 2,304 1,750
Stock 7,862 4,041
Debtors 2,120 1,020
Cash at Bank 1,114 609
Bills Receivable - #- 80 From P
33,400 12,500
All the bills receivable held by V Ltd. were P Ltd.’s acceptances.
- - -
On 1st April 2020, P Ltd. took over V Ltd in an amalgamation in the nature of merger. It was
- -
agreed that in discharge of consideration for the business P Ltd. would allot three fully paid
- -
equity shares of ₹ 10 each at par for every two shares held in V Ltd. It was also agreed that
- - m e r-
-
12% debentures in V Ltd. would be converted into 13% debentures in P Ltd. of the same amount
G
- - -
Question 6 Pg no._____
Hari Ltd. and Narayan Ltd. are to be amalgamated into Hari Narayan Ltd. The new company
-
-
- -
is to take over all the assets & liabilities of the amalgamating companies.
-
-
(old)
Page 5.10
CA NITIN GOEL AMALGAMATION (AS 14)
-
Three shares in the new company are to be issued at a premium of 20% for
everyC
- - -
3. The Equity shareholders of Narayan Ltd. are to be allowed as many shares at par in Hari
- -
- -
Narayan Ltd. as will cover the balance on their account and for this purpose, plant and
-
- - -
machinery is to be valued less by 15% and obsolete stock forming 10% of the overall stock
-
-
value is to be treated as worthless.
-
The summarised Balance Sheets of the two companies prior to amalgamation are as follows:
- -
Ltd.
-
Ltd.
Equity shares of ₹10 6,40,000 12,50,000 Plant & 12,80,000 20,00,000
-
E -
each Machinery
[
-
10% Preference
shares of ₹* (7500x100
100 each
- 7,50,000 Trade
Receivables
1,52,000 1,25,000
Turchasing
-
o. )
Question 7 (ICAI Study Material) Pg no._____
S
The following are the Balance Sheets of P Ltd. and Q Ltd. as at 31st March, 20X1:
- - -
Particulars Notes -
P Ltd Q Ltd
-
Page 5.11
CA NITIN GOEL AMALGAMATION (AS 14)
Notes to accounts
P Ltd. Q Ltd.
1 Share Capital
Equity shares of ₹O 6
-
-
10 each 6,00,000 -
3,00,000
10% Preference Shares of ₹ 100 each
-
2,00,000 -
1,00,000
8,00,000 4,00,000
2 Long term borrowings
-
S
12% Debentures
-
2,00,000 1,50,000
2,00,000 1,50,000
Details of Trade receivables and trade
- -
payables are as under:
P Ltd. Q Ltd.
Trade receivables
5%
[]
-
--
Both companies are to pay 10% Equity dividend, Preference dividend having been already paid.
- -
-
M
(ii) 10% Preference Shareholders of Q Ltd. will be paid at 10% discount by issue of 10%
- - - -
(b) Statement
--
of consideration payable by P Ltd
Question 8 Pg no._____
The financial position of 2 companies M/s. Abhay Ltd. & M/s. Asha Ltd. as on 31-3-2020 is as
- -
- - -
follows:
-
Sources of Funds
Share Capital – Issued and Subscribed
j
E
-
21,00,000 15,15,000
Page 5.12
CA NITIN GOEL AMALGAMATION (AS 14)
Application of Funds
-
following terms:
L(1) Goodwill to be valued at 2 years purchase of the super profits. The normal rate of return
- -
-
Glo is 10% of the combined share capital and general reserve. All other reserves are to be
- -
-
ignored for the purpose of goodwill. Average profits of M/s. Abhay Ltd. is ₹ 2,75,000 and
- - -
-
= = - -
-
10% to be provided on Sundry Debtors.
-
-
(3) 12% debentures to be redeemed by the issue of 12% preference shares of M/s. Abhilasha
- -
Compute the basis on which shares of M/s. Abhilasha Ltd. are to be issued to shareholders
- - -
of existing company assuming that nominal value per share of M/s. Abhilasha Ltd. is ₹ 100.
- -
-
Question
e
9 Pg no._____
amatioX Ltd. and Y Ltd. were amalgamated on and from 1st April, 2020 and formed a new company Z
Amaly
T - - -
The summarized Balance Sheets of X Ltd. and Y Ltd., as on 31st March, 2020 are as follows:
- -
(₹ in Crores) (₹ in Crores)
- -
-
-
30 each having face value of ₹ 10 per share.
-
number of 15%
preference shares of Z Ltd. at a price of ₹ 120 per share (face value ₹ 100).
- -
- 15% Debentureholders of X Ltd. and Y Ltd. are discharged by Z Ltd. issuing such number of
(3)
-
-
- - -
its 18% Debentures of ₹ 100 each so as to maintain the same amount of interest.
-
-
Page 5.13
Rese
CA NITIN GOEL startin AMALGAMATION (AS 14)
-
(4) Investment allowance reserve is to be maintained for 4 more years.
- -
Prepare Balance Sheet of Z Ltd. after amalgamation. The amalgamation took place in the
- - -
nature of purchase.
-
Neel Ltd. and Gagan Ltd. amalgamated to form a new company on 1.04.2020.
- - -
Following is the Draft Balance Sheet of Neel Ltd. and Gagan Ltd. as at 31.3.2020:
- -
x[
-
&
-
-(i) The assets of Neel Ltd. and Gagan Ltd. are to be revalued as under:
- -
- Neel Gagan
Plant & Machinery 5,25,000 6,75,000
Building 7,75,000 6,48,000
(ii) The purchase consideration is to be discharged as under
a. Issue 24,000 equity shares of ₹[
- -
[
V 25 each fully paid up in the proportion of their
-
T
- -
c. Issue 12%=
preference shares of ₹S 10 each fully paid up at par to provide=
T
income
equivalent to 8% return on net assets in the business as on 31.3.2020 after
-- - >
- ⑤
(i) equity and preference shares issued to Neel Ltd. and Gagan Ltd.,
- -
-
mitigate competition, a new company Glorious Ltd, is to be formed to which the assets and
- -
summarized Balance Sheet of Galaxy Ltd. and Glory Ltd. as at 31st March, 2020 are as follows:
-
Page 5.14
CA NITIN GOEL AMALGAMATION (AS 14)
6% Debentures
-
- 3,30,000
(3) Current Liabilities
~ X
Trade Payables
-
4,20,000 1,83,000
Total 18,20,000 10,80,000
(II) Assets
(1) Non-current assets
Property, Plant & Equipment
-
Cash at Bank -
2,38,000 f1,04,000 X
(iv) Liquidator of Glory Ltd. is appointed for collection from trade debtors and payment to
,
Debor and
- - -
collection and 2.5% for payments. The balance cash will be taken over by new company.
- -
-
You are required to:
(1) Compute the number of shares to be issued to the shareholders of Galaxy Ltd. and Glory
- -
-
Ltd, assuming the nominal value of each share in Glorious Ltd. is ₹ 10.
-
(2) Prepare Balance - Sheet of Glorious Ltd., as on 1st April, 2020 and also prepare notes to
-
Note Amount
A. Equity and Liabilities
1. Shareholders’ Fund
(a) Share Capital
-
1 12,00,000
Page 5.15
CA NITIN GOEL AMALGAMATION (AS 14)
8,00,000
~
6% Preference Share Capital (₹ 100 each) 14000 sh)
-
- -
4,00,000
12,00,000
2. Reserves and Surplus
-
l For
e
Profit & Loss A/c 50,000
-
Workmen Compensation Reserve (Expected liability 5,000) 8,000 X
1,58,000
3. Long Term borrowings
6% Debentures 2,00,000
4. Property, Plant & Equipment
Land & Building 4,00,000
Plant & Machinery 6,00,000
10,00,000
5. Intangible Assets
Goodwill X 2,40,000
Patents 50,000
2,90,000
②
Wye Ltd. was to take over all assets (except cash) and liabilities (except for interest due on
- -
als
- -
₹ 2,00,000 7% Debentures (₹ 100 each) in Wye Ltd. for the existing debentures in Zed Ltd.;
for the purpose, each debenture of Wye Ltd. is to be treated as worth ₹E
-
- -
105.
(ii) For each preference share in Zed Ltd. ₹ 10 in cash and one 9% preference share of ₹ 100
[
- - -
(iii) For each equity share in Zed Ltd. ₹ 20 in cash and one equity share in Wye Ltd. of ₹ 100
- - -
-
each having the market value of ₹ 140.
-
(iv) Expense of liquidation of Zed Ltd. are to be reimbursed by Wye Ltd. to the extent of ₹
- -
[
- -
-
Wye Ltd. valued Land & building at ₹ 5,50,000 Plant & Machinery at ₹ 6,50,000 and patents at
- -
Page 5.16
CA NITIN GOEL AMALGAMATION (AS 14)
Question 13 Pg no._____
The following was the Balance Sheet of V Ltd. as on 31st March, 2020:
- - -
Note ₹ ( In Lacs)
-
Balance at Bank 69
Cash in hand 6
75
On 1st April, 2020, P Ltd. took over the entire business of V Ltd. on the following terms:
V Ltd.'s equity shareholders would receive&
- -
4 fully paid equity shares of P Ltd. of ₹ 10 each
issued at a premium of ₹ 2.50 each for every⑧
-
- -
NiM -
Preference shareholders of V Ltd. would get -
>
-
five shares held by them in V Ltd.
35 lakhs 13% Cumulative Preference Shares of
₹ 10 each fully paid up in P Ltd., in lieu of their present holding.
-
- -
Page 5.17
CA NITIN GOEL AMALGAMATION (AS 14)
All the debentures of V Ltd. would be converted into equal number of 10.5% Secured
- > -
-
Cumulative Debentures of ₹ 100 each, fully paid up after the take over by P Ltd., which would
-
- >
(Interowing)
-
discovered that its creditors included ₹ 7 lakhs due to V Ltd. for goods purchased.
Also P Ltd.'s stock included goods of the invoice price of 2
- = -
-
₹ 5 lakhs earlier purchased from V
@ 20% of the invoice price. (Stock Res)
-
(ii) Pass journal entries in the books of P Ltd. assuming it to be an amalgamation in the
-
- -
nature of merger.
-
Question 14 Pg no._____
&
₹
Assets:
I
-
Y
60,000 Equity shares of ₹ 10 each 6,00,000
Pre–incorporation profit 21,000
Contingency reserve 1,35,000
Profit and loss account 1,26,000
Trade Payables
Provision for income–tax E 1,33,000
1,10,000
11,25,000 ~
~
Trade receivables consist of debtors amounting ₹ 80,000 and bill receivables worth ₹ 15,000.
- - -
-
Trade payables consist of creditors amounting to ₹ 1,13,000 and acceptances worth ₹ 20,000.
-
- - -
Careful Ltd. decided to take over Reckless Ltd. from 31st March, 2020 with the-
- -
following assets
at value
-
noted against them:
₹
[ I
Bills receivable 15,000
Freehold premises 4,00,000
Furniture and fittings - 80,000
Machinery 1,60,000
Stock 3,45,000
E
¼of the consideration was satisfied by the allotment of fully paid preference shares of ₹ 100
-
-
-
G
each at par which carried 13% dividend on cumulative basis. The balance was paid in the form
-
[
- -
Sundry Debtors realised ₹ 79,500. Acceptances were settled for ₹ 19,000. Income–tax
-
- - -
authorities-
fixed the taxation liability at ₹ 1,11,600. Creditors were finally settled with the
-
Page 5.18
CA NITIN GOEL AMALGAMATION (AS 14)
a) Calculate the number of equity shares and preference shares to be allotted by Careful Ltd.
Y
-
-
in discharge of consideration.
b) Prepare the important ledger accounts in the books of Reckless Ltd.; and
- -
Question 15 Pg no._____
The summarized Balance Sheet of Srishti Ltd. as on 31st March, 2020 was as follows:
- - -
i. 4,50,000 equity Shares of 10 each issued by ANU Ltd. by valuing its share @ 15 per share.
- - - -
ii. Cash payment equivalent to ₹ 2.50 for every share in SRISHTI Ltd.
- -
-b. The issue of such an amount of fully paid 8% Debentures in ANU Ltd. at 96% as is sufficient
- -
Lc. ANU Ltd. will take over Property, Plant & Equipment at 100% more than book value, Stock
- -
-
at ₹ 7,10,000 and Debtors at their face value subject to a provision of 5% for doubtful Debts.
- - -
d. The actual cost of liquidation of SRISHTI Ltd. was ₹ 75,000. Liquidation cost of SRISHTI Ltd.
- - -
is to be reimbursed
-
by ANU Ltd. to the extent of ₹ 50,000.
-
under:
Particulars Notes Hari Ltd.
-
Vayu Ltd.
-
Page 5.19
CA NITIN GOEL AMALGAMATION (AS 14)
2 Current assets
-
a Inventories 2,50,000 1,75,000
b Trade receivables 2,00,000 1,00,000 L
Notes to accounts
Hari Ltd. Vayu Ltd.
1 Share Capital
Equity shares of ₹O
-
-
10 each 10,00,000 3,00,000
9% Preference Shares of ₹ 100 each
-
1,00,000 --
L
10% Preference Shares of ₹ 100 each -- 1,00,000
-
11,00,000 4,00,000
2 Reserves and Surplus
T
-
Plant and machinery 5,00,000 1,50,000
8,00,000 2,50,000
5 Intangible assets
Goodwill 50,000 25,000
50,000 25,000
Hari Ltd. absorbs Vayu Ltd. on the following terms:
- -
&
-a. 10% Preference Shareholders are to be paid at 10% premium by issue of 9% Preference
- - -
1,60,000.
-
c. Inventory to be taken over at 10% less value and Provision for Doubtful Debts to be created
-
--
@ 7.5%.
No r
NAM ~
=
d. Equity Shareholders of Vayu Ltd. will be issued necessary Equity Shares @ 5% premium.
T -
- -
Prepare necessary Ledger Accounts to close the books of Vayu Ltd. and show the acquisition
- -
entries in the books of Hari Ltd. Also draft the Balance Sheet after absorption as at 31st March,
-
2021. -
Liabilities ₹ Assets ₹
X
4,000 Equity shares of ₹ 100each T 4,00,000 Patent 65,000
I
10% debentures 2,00,000 Buildings 1,70,000
Loans 80,000 Machinery 3,20,000 -
10 %
Trade Payables 1,60,000 Stock *1,10,000
General Reserve I 40,000 Trade Receivables 1,30,000
Cash at bank 68,000 X
Page 5.20
fora >
- P = 200
50000 -
10 %: 45000
Jo 12500 - 50
⑳
:
P
2000 ⑮
Span >
- = x -
(1) Y Ltd. would take over all assets, except bank balance & Patent at their book values less
-
- -
10%. Goodwill is to be valued at 4 year’s purchase of super profits, assuming that the
>
-
-
normal rate of return be -
-
8% on the combined amount of share capital and general reserve.
(2) Y Ltd. is to take over trade payables at book value.
-
(3) The purchase consideration is to be paid in cash to the extent of ₹ 3,00,000 and theE
-- -
balance
in fully paid equity shares of ₹ 100 each at ₹ 125 per share.
--
The average profit is ₹ 62,200. The liquidation expenses amounted to ₹ 8,000. Y Ltd. sold
- -
- -
prior to 31st March, 2023 goods costing ₹ 60,000 to X Ltd. for ₹ 80,000. ₹ 50,000 worth of
- -
-
-
goods are still in inventory of X Ltd. on 31st March, 2023. Trade Payables of X Ltd. include
- -
Show Ledger Accounts to close books of X Ltd. & prepare Balance Sheet of Y Ltd. after
-
takeover.-
-
Found Entrir
Question 18 (ICAI Study Material) &
Pg no._____
The following are the summarised Balance Sheets of X Ltd. and Y Ltd :
- -
X Ltd. Y Y Ltd.
Liabilities
Share Capital 1,00,000 50,000
Profit & Loss A/c 10,000 (10,000)
Creditors 25,000 5,000
Loan from X Ltd.
-
- 15,000
1,35,000 60,000
Assets
Sundry Assets
-
1,20,000 60,000
Loan to Y Ltd.
-
- 15,000 -
1,35,000 60,000
A new company XY Ltd. is formed to acquire the sundry
- - -
assets and creditors of X Ltd. and Y
Ltd. and for this purpose, the sundry assets of X Ltd. are revalued at ₹ 1,00,000. The debt due
- -
- >
-
to X Ltd. is also to be discharged in shares of XY Ltd. Show the Ledger Accounts to close the
- -
- -
books of X Ltd.
-
* + y = xY
Question 19 Pg no._____
The Abridged Balance Sheet (Draft) of Cyber Ltd. as on 31st March, 2020 is as under:
-
Liabilities ₹ Assets ₹
24,000, Equity shares of ₹ 10 each
= -
2,40,000 Goodwill 5,000
-
5000, 8% cumulative preference
-
50,000 Property, Plant & 2,57,000
shares of ₹ 10 each
-
Equipment
8% Debentures 1,00,000 Inventories 50,000
Interest accrued on debentures 8,000 Trade receivables 60,000
Trade payables 1,00,000 Bank 1,000
Profit & Loss Account 1,25,000
4,98,000 4,98,000
The following scheme is passed and sanctioned by the court:
S
- -
(i) A new- company Mahal Ltd is formed with ₹ 3 lacs divided into 30,000 Equity shares of ₹10
- -
each
-
(ii) The new company will acquire the assets & liabilities of Cyber Ltd. on the following terms:
- -
-a. Old company's debentures are paid by similar debentures in new company and for
- -
b. The trade payables are paid for every ₹ 100, ₹ 16 in cash and 10 shares issued at par.
-
-
-
16 108
100 =
Page 5.21
⑯
CA NITIN GOEL AMALGAMATION (AS 14)
c. Preference shareholders are to get equal number of equity shares at par. For arrears
NiM
[
- - -
- -
of dividend amounting to ₹ 12,000, 5 shares are issued at par for each ₹ 100 in full
>
>
- -
satisfaction.
-
d. Equity shareholders are issued one share at par for every three shares held.
- -
(iii) Current Assets are to be taken at book value (except Inventory, which is to be reduced
- -
attributed
-
to fixed assets.
(iv) Remaining shares of the new company are issued to public at par and are fully paid.
- -
-
a. Realisation Account
-
b. Equity Shareholder's Account
-
a. Bank Account
-
b. Summarised Balance Sheet
-
Question 20 Pg no._____
Y Ltd. decides to absorb X Ltd. X Ltd. gives you following information on the date of absorption:
- -
-
₹
-
Net assets 2,90,000
Profit & Loss Account (Dr. Balance) 70,000
Share Capital: 3,000 Equity shares of ₹ 100 each (fully paid)
- -
3,00,000
Preference shares r 60,000
T
Y Ltd. agrees to take over the net assets of X Ltd. The terms of the purchase consideration
- -
payable is as follows:
1) An equity share in X Ltd., for purposes of absorption, is valued @ ₹ 70. Y Ltd. shall issue
- - -
equity shares at value of 120 each for the equity shareholders of X Ltd.
- -
&
Question 21 Pg no._____
Below are summarized balance sheets of Vasudha Ltd. & Vaishali Ltd as at 31st March, 2020
~
- - -
Factory Building of Vasudha Ltd is worth ₹1,95,000 and of Vaishali Ltd ₹ 1,75,000. Stock of
- -- -
Vaishali has been shown at 10% above of its cost. It is decided that Vasudha Ltd will absorb
- -
Vaishali Ltd, by taking over its entire business by issue of shares at the Intrinsic Value.
- -
Prepare balance sheet of Vasudha Ltd after takeover assuming - assets & liabilities of Vaishali
- -
Ltd. were-
incorporated in Vasudha Ltd at-
fair value and assets & liabilities of Vasudha Ltd.
-
75,00
25,000, 14% Preference Shares of G
2
- >
-
-
₹ 100 each 25,00
100,00
2 Reserves and Surplus
General reserve 12,50
12,50
3 Long-term borrowings
Secured: 14% Debentures 40,00
40,00
4 Property, plant and Equipment
Land and Building 50,00
Plant and machinery 45,00
Furniture 10,50
105,50
5 Non-current investments
Investments at cost 5,00
5,00
Other Information:
-
X b. Debenture holders of X Ltd. are discharged by Y Ltd. at 10% premium by issuing 15% own
-
- >
- - -
debentures of Y Ltd.
-
-c. 14% Preference Shareholders of X Ltd. are discharged at a premium of 20% by issuing
- -
necessary number of 15% Preference Shares of Y Ltd. (Face value ₹ 100 each).
-
-
Page 5.23
CA NITIN GOEL AMALGAMATION (AS 14)
d.
V Intrinsic value per share of X Ltd. is ₹8
- - -
G
20 & that of Y Ltd. ₹ 30. Y Ltd. will issue equity shares
-
to satisfy the equity shareholders of X Ltd. on the basis of intrinsic value. However, entry
- -
should be made at par value only. The nominal value of each equity share of Y Ltd. is ₹ 10.
-
-
Following are the summarized Balance Sheets of A Ltd. and B Ltd. as at 31.3.2020:
- -
- -
A Ltd. (₹)
T
B Ltd. (₹)
Liabilities
r -
Share capital: Equity shares 10 each (fully paid up)
-
10,00,000 6,00,000
Securities premium 2,00,000 -
General reserve 3,00,000 2,50,000
Profit and loss account 1,80,000 1,60,000
10% Debentures 5,00,000 -
Secured loan - 3,00,000
Trade payables 2,60,000 1,70,000
24,40,000 14,80,000
Assets
Land & Building 9,00,000 4,50,000
Plant & Machinery 5,00,000 3,80,000
Investment 80,000 -
Inventory 5,20,000 3,50,000
Trade receivables 4,10,000 2,60,000
Cash at Bank 30,000 40,000
24,40,000 14,80,000
The companies agree on a scheme of amalgamation on the following terms:
-
-
as under: A-
Ltd. = ₹ 18 per share B Ltd. = ₹ 20 per share
- (iv)
- A contingent
-
liability of A Ltd. of ₹ 60,000 is to be treated as actual existing liability.
-
-
(v) The shareholders of A Ltd. and B Ltd. are to be paid by issuing -
sufficient number of shares
of AB Ltd. at a premium of ₹ 6 per share.
-
-
-
Page 5.24
CA NITIN GOEL AMALGAMATION (AS 14)
Assets
-
1 Non-current assets
-
a. Better Limited issued bonus shares on 1st April, 2021, in the ratio of one share for every
-
Bonus -
-
- -
- It was agreed that Best Ltd. will take over the business of Better Ltd., on the basis of the
b.
-
-
latter’s Balance Sheet, consideration taking the form of allotment of shares in Best Ltd.
- -
c. The value of shares in Best Ltd. was considered to be ₹ 150 and the shares in Better Ltd.
-
- -
were valued at ₹ 100 after the issue of the bonus shares. The allotment of shares is to be
- - -
d. Liabilities of Better Ltd., included ₹ 1 lakh due to Best Ltd., for purchases from it, on which
Fue
-
-
Best Ltd., made profit of 25% of the cost. The goods of ₹ 50,000 out of the said purchases,
- -
Make the closing ledger in the Books of Better Ltd. and the opening journal entries in the
- -
Books of Best Ltd., and prepare the Balance Sheet as at 1st April, 2021 after the takeover.
- -
-
Pg no._____
K Ltd. and L Ltd. amalgamate to form a new company LK Ltd.
- - -
The financial position of these
-
Notes to accounts
K Ltd. L Ltd.
1 Share Capital
-
Page 5.25
CA NITIN GOEL AMALGAMATION (AS 14)
5% Debentures 2,00,000 -
Secured loan - 2,00,000
2,00,000 2,00,000
4 Property, plant and Equipment
-
Goodwill 80,000 -
80,000 -
6 Cash and Cash Equivalents
-
(A)
1) The assumption of liabilities of both the Companies.
- ~ ~
per share for each preference share held in both the Companies. 22
- - -
-
In addition, necessary cash
-
adjust the rights of shareholders of both the Companies in accordance with the
-
intrinsic
-
value of the shares of both the Companies. -
X (C) The LK Ltd. is to issue 15,000 new equity shares of ₹ 20 each, ₹ 18 paid up at premium of
-
>
- -
Prepare ledger accounts in the books of K Ltd. and L Ltd. to close their books.
- - -
-
Page 5.26
CA NITIN GOEL AMALGAMATION (AS 14)
1,85,000 E25,000
11,35,000 4,13,000
3 Non- Current Liabilities
&14% Debentures --- E
1,50,000
4 Current Liabilities
Trade Payables 90,000 1,42,000
Other Current Liabilities 50,000 40,000
1,40,000 1,82,000
5 Current Assets
Inventory 2,15,000 85,000
Trade Receivables 2,02,500 1,75,000
Cash and Cash equivalents 95,000 1,05,000
5,12,500 3,65,000
Truth Limited would issue 12% debentures to discharge the claim of the debenture holders of
- -
Myth Limited so as to maintain their present annual interest income. Non-trade investment,
-
- -
which constitute 80% of their respective total investments yielded income of 20% to Truth
- -
Limited and 15% to Myth Limited. This income is to be deducted from profits while computing
- - - - -
Profit before tax of both the companies during the last 3 years were as follows:
m e n -
[ [
2018-2019 8,20,000 2,55,000
2019-2020 7,45,000 2,15,000
2020-2021 6,04,000 2,14,000
r
Goodwill is to be calculated on the basis of simple average of three years profit by using
Capitalization method taking G
- -
-
18% as normal rate of return. Ignore taxation. Purchase
- T
consideration is to be discharged by Truth Limited on the basis of intrinsic value per share.
-
Page 5.27
CA NITIN GOEL AMALGAMATION (AS 14)
Question 1
Briefly explain the methods of accounting for amalgamation as per Accounting Standard-14.
- - -
Solution
As per AS 14 on ‘Accounting for Amalgamations’, there are two main methods of accounting
-
for amalgamations:
Nature
of Merger
(i) The Pooling of Interest Method: Under this method, the assets, liabilities and reserves of
-
the transferor company are recorded by the transferee company at their existing carrying
- - -
amounts (after making the necessary adjustments). If at the time of amalgamation, the
-
transferor and the transferee companies have conflicting accounting policies, a uniform
set of accounting policies is adopted following the amalgamation. The effects on the
financial statements of any changes in accounting policies are reported in accordance with
AS 5 on ‘Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting
Policies’.
Porch
Natornf .
(ii) The Purchase Method: Under the purchase method, the transferee company accounts for
the amalgamation either by incorporating the assets and liabilities at their existing
-
liabilities of the transferor company on the basis of their fair values at the date of
- -
amalgamation. The identifiable assets and liabilities may include assets and liabilities not
recorded in the financial statements of the transferor company
Where assets and liabilities are restated on the basis of their fair values, the determination
of fair values may be influenced by the intentions of the transferee company.
Solution
An amalgamation should be considered to be an amalgamation in the nature of merger if the
following conditions are satisfied:
(i) O All the assets and liabilities of the transferor company become, after amalgamation, the
-
assets and liabilities of the transferee company.
(ii) Shareholders holding not - less than 90% of the face value of the equity shares of the
transferor company (other than the equity shares already held therein, immediately
before the amalgamation, by the -
transferee company or its subsidiaries or their
-
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
-
the transferor company when they are incorporated in the financial statements of the
transferee company except to ensure uniformity of accounting policies.
Page 5.28
CA NITIN GOEL AMALGAMATION (AS 14)
Question 3
What disclosures should be made in first financial statements following the amalgamation?
-
Solution
The- disclosure requirements for amalgamations have been prescribed in paragraphs 43 to
46 of AS 14 on Accounting for Amalgamation.
For all amalgamations, the following disclosures should be made in the first financial
- - -
-
For amalgamations accounted under the pooling of interests method, the following additional
-
disclosures should be made in the first financial statements following the amalgamation:
-
a. description and number of shares issued, together with the percentage of each company’s
-
For amalgamations, accounted under the- purchase method, the following additional
-
disclosures should be made in the first financial statements following the amalgamation;
-
Question 4
A Ltd.
-
is amalgamating with B Ltd. They are undecided on the method of accounting to be
-
followed.
-
You are required to advice the management-of B Ltd. on the method of accounting
If followed-Meryas
that can be adopted under AS-14.
5 conditions
Merger
- :
Solution
An amalgamation may be either – an amalgamation in the nature of merger, or an
-
-
Page 5.29
CA NITIN GOEL AMALGAMATION (AS 14)
PC
Sh
u i rs
.
r r
X Co. Ltd. having share capital of ₹ 50 lakhs divided into equity shares of ₹ 10 each was taken
- - -
over by Y Co. Ltd. Y Co. Ltd. issued 11 equity shares of ₹ 10 each for every 10 shares of X Co.
- - - -
Ltd. Explain how the difference will be adjusted in the books of Y Co. Ltd. for the shares issued
-
Solution
m
Purchase consideration = 5,00,000 × 11/10 = 55,000Oshares of ₹ >
- - -
10 each 55,00,000
Less: Share capital of X Co. Ltd. j(50,00,000)
-
Question 6
How are the balances in profit and loss account treated in the books of transferee company?
- -
Purchasing
c.
Solution
(i) When amalgamation is in the-nature of merger
Balance in Profit and Loss Account of the transferor company is
-
its identity.
-
Not to
beigd
.
Solution
Basis Amalgamation Absorption
-
External -
-
Reconstruction
Meaning 2 or more companies are An - existing company A newly formed -
-
wound up and a new takes over the business company takes over
- - 7 -
=
Minimum no.
-
Atleast 3 Atleast 2 -
Only 2 -
of companies
involved
No. of new Only 1 No
-
new resultant Only 1
-- T
resultant company is formed
-
company
Example
-
A Ltd. and B Ltd.
-
A Ltd.
-
takes over the B Ltd. is formed to
-
Page 5.30
CA NITIN GOEL AMALGAMATION (AS 14)
PRACTICE QUESTIONS
Question 2 Pg no._____
A Ltd. decides to absorb B Ltd. The draft Balance Sheet of B Limited is as follows:
Liabilities
Share Capital:
5,000 9% Preference shares of ₹ 100 each (Fully paid up) 5,00,000
12,500 Equity shares of ₹ 100 each (Fully paid up) 12,50,000
Reserves 7,50,000
6% Debentures 5,00,000
Trade payables 2,50,000
Total 32,50,000
Assets
Sundry Assets 32,50,000
Total 32,50,000
A Ltd. has agreed:
(i) To pay ₹ 20 per share in cash to equity shareholders of B Ltd. and will issue six equity
shares of ₹ 100 each (Market value ₹ 125) in lieu of every five equity shares held in B Ltd.
(ii) To issue 9% Preference shares of ₹ 100 each, in the ratio of 3 shares of A Ltd. for 4
Preference shares in B Ltd.
(iii) To issue 8% debentures at ₹ 96 in lieu of 6% debentures in B Ltd. which are to be redeemed
at a premium of 20%. You are required to calculate the purchase consideration.
Page 5.31
CA NITIN GOEL AMALGAMATION (AS 14)
(iii) It is agreed that the debentures of B Ltd. (₹ 50,000) will be converted into equal number
and amount of 13% debentures of A Ltd.
Determine the amount of Purchase Consideration as per AS 14.
Page 5.32
CA NITIN GOEL AMALGAMATION (AS 14)
2. Current Assets
(d) Inventories 12,50 9,50
(e) Trade Receivables 9,00 10,30
(f) Cash & Cash Equivalents 7,25 5,20
Total 99,00 66,00
Notes to Accounts
X Ltd. (000) Y Ltd. (000)
1. Share Capital
Equity Share Capital (₹ 10 each) 50,00 30,00
14% Preference Share Capital (₹ 100 each) 22,00 17,00
72,00 47,00
2. Reserves and Surplus
00
General Reserve 5,00 2,50
Export Profit Reserve 3,00 2,00 -
Page 5.33
CA NITIN GOEL AMALGAMATION (AS 14)
Assets
1 Non-current assets
a Property, Plant and Equipment 4 14,00,000 11,00,000
b Intangible assets 5 -- 1,00,000
2 Current assets
a Inventories 3,00,000 40,000
b Trade receivables 2,40,000 40,000
c Cash and Cash equivalents 6 3,20,000 20,000
Total 22,60,000 13,00,000
Notes to accounts
Super Express Ltd. Fast Express Ltd.
1 Share Capital
Equity shares of ₹ 100 each 20,00,000 10,00,000
2 Reserves and Surplus
Insurance reserve 1,00,000 --
Employee profit sharing reserve -- 60,000
Reserve account -- 1,00,000
Surplus -- 1,00,000
1,00,000 2,60,000
3 Long term provisions
Provident fund 1,00,000 --
Total 1,00,000 --
4 Property, Plant and Equipment
Land and Building 10,00,000 6,00,000
Plant and machinery 4,00,000 5,00,000
14,00,000 11,00,000
5 Intangible assets
Goodwill -- 1,00,000
-- 1,00,000
6. Cash and Cash Equivalents
Cash at Bank 2,20,000 10,000
Cash in hand 1,00,000 10,000
3,20,000 20,000
The assets and liabilities of both the companies were taken over by the new company at their
book values. The companies were allotted equity shares of ₹ 100 each in lieu of purchase
consideration amounting to 30,000 (20,000 for Super-Fast Express Ltd and 10,000 for Fast
Express Ltd.).
Prepare opening balance sheet of Super Fast Express Ltd. considering pooling method.
-- -
Question 9 Pg no._____
X Co. Ltd. having share capital of ₹50 lakhs divided into equity shares of ₹10 each was taken
over by Y Co. Ltd. X Co. Ltd. has General Reserve of ₹10,00,000 and Profit and Loss account
Cr. ₹5,00,000. Y Co. Ltd. issued 11 equity shares of ₹10 each for every 10 shares of X Co. Ltd.
How the Journal entry would be passed in the books of Y Co. Ltd. for the shares issued under
-
the ‘pooling of interest method’ of amalgamation.
Ad
Question 10 (Inter May 2019) (10 Marks) / (RTP May 2023) Pg no._____
Following are the summarized Balance Sheet of VT Ltd. and MG Ltd. as on 31st March, 2020:
Page 5.34
CA NITIN GOEL AMALGAMATION (AS 14)
Page 5.35
CA NITIN GOEL AMALGAMATION (AS 14)
750
12% Preference shares of ₹ 100 each
- O 2x10
32x100 300 200
Reserves and Surplus:
Revaluation Reserve 150 100
General Reserve 170 150
Investment Allowance Reserve 50 50
Profit and Loss Account 50 30
Secured Loans:
10% Debentures (₹ 100 each) 60 30
Trade Payables - E 420
G 190
Additional Information:
a. 10% Debenture holders of A Ltd. and B Ltd. are discharged by C Ltd. issuing such number
of its 15% Debentures of ₹ 100 each so as to maintain the same amount of interest.
b. Preference shareholders of the two companies are issued equivalent number of 15%
-
-
preference shares of C Ltd. at a price of ₹ 150 per share (face value of ₹ 100).
-
c. C Ltd. will issue 5 equity shares for each equity share of A Ltd. and 4 equity shares for
⑦
-- -
each - equity share of B Ltd. The shares are to be issued @ ₹ 30 each, having a face value
of ₹ 10 per share.
d. Investment-
- allowance reserve is to be maintained for 4 more years.
Prepare the Balance Sheet of C Ltd. as on 1st April, 2021 after the amalgamation has been
carried out on the basis of Amalgamation in the nature of purchase.
&
Question 12 (Inter Nov 2020) (15 Marks) Pg no._____
High Ltd. and Low Ltd. were amalgamated on and from, 1st April, 2020. A new company Little
Ltd. was formed to take over the business of the existing Companies. The summarized
Balance sheets of High Ltd. and Low Ltd. as on 31st March, 2020 are as under:
(₹ In Lakhs)
-
(₹ In Lakhs)
Liabilities High Low Assets High Low
Ltd. Ltd. Ltd. Ltd.
go
12
Share Capital: PPE:
Equity Shares of ₹ 100 each G 1000 850 Land and Building 670 385
14% Pref. shares of =100 each 320 175 Plant & Machinery 475 355
Reserves and Surplus Investments 95 80
Revaluation Reserve 225 110 Current Assets, Loans
& Advances
General Reserve 360 240 Stock 415 389
Investment Allowance Reserve 80 40 Sundry Debtors 322 213
Profit and Loss Account 85 82 Bills Receivable 35 -
Secured Loans Cash and Bank 303 166
13% Debentures (₹ 100 each) 100 56
Unsecured Loans (Public 50 -
Deposits)
Current Liabilities & Provisions
Sundry Creditors 65 35
Bills Payable 30 -
2315 1588 2315 1588
Other Information:
Page 5.36
CA NITIN GOEL AMALGAMATION (AS 14)
(1) 13% Debenture holders of High Ltd. & Low Ltd. are discharged by Little Ltd. by issuing
such number of its 15% Debentures of 100 each so as to maintain same amount of interest.
(2) Preference Shareholders of the two companies are issued equivalent number of 15%
~
- -
125 per share (Face Value ₹ 100)
-
-
(3) Little Ltd. will issue 4 Equity Shares for each Equity Share of High Ltd. & 3 equity shares
- - -
for each Equity Share of Low Ltd. The shares are to be issued at ₹ 35 each having a face
- -
C
Question 13 (Inter Dec 2021) (15 Marks) Pg no._____
Dark Ltd. and Fair Ltd. were amalgamated on and from 1st April,2021. A new company Bright
Ltd. was formed to take over the business of the existing companies. The Balance sheets of
Dark Ltd. and Fair Ltd. as at 31st March 2021 are given below:
Particulars Note Dark Ltd. Fair Ltd.
No. (₹ in Lakhs) (₹ in Lakhs)
I Equity & Liabilities
(1) Shareholder’s Funds
(a) Share Capital 1 1,650 1,425
(b) Reserve & Surplus 2 630 495
(2) Non-Current Liabilities
(a) Long term Borrowings
10% Debentures of 100 each 90 45
(3) Current Liabilities
(a) Trade Payables - 630 285
Total 3000 2250
II Assets
(1) Non-Current Assets
(a) Property, Plant & Equipment 1,350 975
(b) Non-Current Investments 225 75
(2) Current Assets
(a) Inventories 525 375
(b) Trade Receivables 450 525
(c) Cash & Cash Equivalents 450 300
Total 3,000 2,250
Notes to Accounts:
Dark Ltd. Fair Ltd.
(₹ in Lakhs) (₹ in Lakhs)
1 Share Capital
Equity shares of 100 each 1,200 1,125
14% Preference shares of 100 each 450 300
1,650 1,425
2 Reserves & Surplus
Revaluation Reserve 225 150
General Reserve 255 225
Investment Allowance Reserve 75 75
Profit & Loss Account 75 45
630 495
Page 5.37
35
⑮
CA NITIN GOEL
Additional Information:
Bann shiyeiun. AMALGAMATION (AS 14)
i. Bright Ltd. will issue 5 equity shares for each equity share of Dark Ltd. and 4 equity
shares for each equity share of Fair Ltd. The shares are to be issued @ ₹35 each having
=
a face value of ₹10 per share.
-
ii. Preference shareholders of the two companies are issued equivalent number of 16%
Preference Shares of Bright Ltd. at the price of ₹ 160 per share (face value ₹100)
- -
iii. 10% Debentureholders of Dark Ltd. & Fair Ltd. are discharged by Bright Ltd., issuing such
number of 16% Debentures of ₹ 100 each so as to maintain the same amount of interest.
iv. Investment Allowance Reserve is to be maintained for 4 more years.
- v. Liquidation expenses are for the Dark Ltd. ₹ 6,00,000 and for Fair Ltd. ₹ 3,00,000. It is
decided that these expenses would be born by Bright Ltd.
vi. All the assets & liabilities of Dark Ltd. and Fair Ltd. are taken over at Book value.
- -
vii. Authorised equity share capital of Bright Ltd. is ₹ 15,00,00,000 divided into equity shares
-
₹10 each. After issuing required number of share to the Liquidators of Dark Ltd. and
-
- -
The purchase consideration is satisfied by issue of the following shares and debentures:
(i) 60,000 equity shares of Jupiter Ltd., to Sun and Neptune in the proportion to the
profitability of their respective business based on the average net profit during the last
three years which were as follows:
Sun (₹) Neptune (₹)
2017 Profit 4,49,576 2,73,900
2018 (Loss)/Profit (2,500) 3,42,100
2019 Profit 3,77,924 3,59,000
(ii) 15% debentures in Jupiter Ltd., at par to provide an income equivalent to 8% return on-
- > -
capital employed in their respective business as on 31st December, 2019 after revaluation
-
of assets. X 8% = u x 15t
Cap. Emp
.
Page 5.38
CA NITIN GOEL AMALGAMATION (AS 14)
Additional Information:
The following revalued figures of non-current and current assets are:
X Ltd. (₹) Y Ltd. (₹)
Property, Plant and Equipment 71,00,000 39,00,000
Current Assets 29,95,000 15,77,500
The purchase consideration is satisfied by issue of the following shares and debentures.
6,20,000 equity shares of XY Ltd. to X Ltd. and Y Ltd. in the proportion to the profitability of
- -
their respective business based on the average net profit during the last four years which
-
were as follows:
X Ltd. (₹) Y Ltd. (₹)
2020 Profit 42,50,000 26,50,000
2021 Profit 44,45,760 27,60,000
2022 (Loss)/Profit (75,000) 34,00,000
2023 Profit 37,79,240 35,90,000
7.5% debenture in XY Ltd. at par to provide an income equivalent to 4% return business as on
- - -
- -
capital employed in their respective business as on 31st Mar, 2023 after revaluation of assets.
You are required to:
(1) Compute the amount of debenture and shares to be issued to 'X' Ltd. and 'Y' Ltd.
(2) A Balance Sheet of XY Ltd. showing the position immediately after amalgamation.
Question 16 Pg no._____
The following was the Balance Sheet of Rashmi Limited as on 31st March, 2020:
Balance Sheet as at 31.03.2020
Note No. Amount (₹)
A. Equity and Liabilities
1. Shareholders’ Fund
(a) Share Capital 1 18,00,000
(b) Reserves & Surplus 2 8,40,000
2. Non-Current Liabilities
Long term Borrowings 3 2,85,000
3. Current Liabilities
Trade Payables 75,000
Total 30,00,000
Page 5.39
CA NITIN GOEL AMALGAMATION (AS 14)
B. Assets
1. Non-Current assets
(a) Property, Plant & Equipment & Intangible Assets
(i) Property, Plant & Equipment 4 18,00,000
(ii) Intangible Assets 1,40,000
(b) Non Current Investments 5 1,60,000
2. Current Assets
(a) Inventories 6,24,000
(b) Trade Receivables 1,08,000
(c) Cash & Cash Equivalents G1,68,000
Total 30,00,000
(iii) Nitin Ltd. will takeover the Freehold property at 120% more than the book value and Plant
& Machinery at 10% less than the book value. Inventories at ₹ 5,20,000 and Trade
receivables at their book value subject to a provision of 8% for doubtful debts.
Investments will be taken over at current market value. Nitin Ltd. will take over trade
payables at book value.
(iv) Liquidation expenses are to be reimbursed by Nitin Ltd. to the extent of ₹ 30,000. The cost
-
-
of liquidation: ₹ 50,000.
-
Page 5.40
CA NITIN GOEL AMALGAMATION (AS 14)
(a) Prepare the Realisation Account, Nitin Ltd. Account, Shareholders Accounts and
Debenture Account in the book of Rashmi Ltd. and
(b) Write up journal entries in the books of Nitin Ltd. regarding acquisition of business.
Question 17 (Inter May 2018) (20 Marks) / (RTP Nov 2020) Pg no._____
The financial position of X Ltd. and Y Ltd. as on 31st March, 2020 was as under:
X Ltd. Y Ltd.
Equity and Liabilities
Equity Shares of ₹ 10 each 30,00,000 9,00,000
9% Preference Shares of ₹ 100 each 3,00,000 -
10% Preference Shares of ₹ 100 each - 2 3,00,000
General Reserve 2,10,000 2,10,000
Retirement Gratuity Fund (long term) 1,50,000 60,000
Trade Payables 3,90,000 2,40,000
Total 40,50,000 17,10,000
Assets
Goodwill 1,50,000 75,000
Land & Buildings 9,00,000 3,00,000
Plant & Machinery 15,00,000 4,50,000
Inventories 7,50,000 5,25,000
Trade Receivables 6,00,000 3,00,000
Cash and Bank 1,50,000 60,000
Total 40,50,000 17,10,000
X Ltd. absorbs Y Ltd. on the following terms:
[T
a) 10% Preference Shareholders are to be paid at 10% premium by issue of 9% Preference
-
Shares of X Ltd.
-
b) Goodwill of Y Ltd. on absorption is to be computed based on two times of average profits
-
of preceding
---
three financial years (2018-19 : ₹ 90,000; 2017-18 : ₹ 78,000 and 2016-17: ₹
72,000). The profits of 2016 -17 included credit of an insurance claim of ₹ 25,000 (fire
-
occurred in-
- -
c) Land & Buildings are valued at ₹ 5,00,000 and the Plant & Machinery at ₹ 4,00,000.
d) Inventories are to be taken over at 10% less value and Provision for Doubtful Debts is to be
created @ 2.5%.
e) There was an unrecorded current asset in the books of Y Ltd. whose fair value amounted
-
-
Reserves 1,000 -
Profit & Loss (Dr. balance) - 6 (800)
10% Debentures 500 -
Loans from Banks 250 450
Bank overdrafts - 50
Trade payables 300 300
Total 4,050 1,000
Assets
Property, Plant & Equipment 2,700 850
Non Current Investments 700 -
Trade receivables 400 150
Cash at bank 250 -
Total 4,050 1,800
B Ltd. has acquired the business of A Ltd. The following scheme of merger was approved:
-
(iii) Shareholders of A Ltd. will be given one share (new) of B Ltd. in exchange of every share
-
-
held in A Ltd.
T
Yes Ltd. issued at a premium of ₹ 2 per share for every five equity shares held by them in No
- -
Ltd. The necessary approvals are obtained. Pass journal entries in the books of the two
companies to give effect to the above if the amalgamation is in the nature of merger.
-
Page 5.42
CA NITIN GOEL AMALGAMATION (AS 14)
c. Preference shareholders are to get equal number of equity shares issued at par. Dividend
-
for 2 years. For balance dividend, equity shares of equal amount are issued at par.
Goose d. Equity shareholders are issued 1 share at par for every 3 shares held in Mohan Ltd.
- - -
=
sypo (ii) Current Assets are to be taken at book value (except inventory, which is to be reduced by
10%). Goodwill is to be eliminated. Property, plant & equipment is taken over at ₹ 3,08,400.
-
(iii) Remaining equity shares of the new company are issued to public at par fully paid up.
(iv) Expenses of ₹ 5,000 to be met from bank balance of Mohan Ltd. This is to be adjusted
-
from the bank balance -
of Mohan Ltd. before acquisition by Ravi Ltd.
You are required to prepare:
(a) Realisation account and Equity Shareholders' account in the books of Mohan Ltd.
(b) Bank Account and Balance Sheet with notes to accounts in the books of Ravi Ltd.
-
Retirement Gratuity Fund Account 1,00,000
10% Debentures 20,00,000
Unsecured Loan =
~
-
Page 5.43
: $Ltd
Divided
CA NITIN GOEL 240000 AMALGAMATION (AS 14)
Long -
term advance to B Ltd. E
2,20,000
r
Inventories r 10,40,000 7,00,000
Trade Receivables j8,20,000 r
5,20,000
Cash and Bank mi 3,00,000 - 3,00,000
71,80,000 43,80,000
B Ltd. is to declare & pay ₹ 1 per equity share as dividend, before the following amalgamation
-
-
-
takes place with Z Ltd. Z Ltd. was incorporated to take over business of both A Ltd. & B Ltd.
- T -
Va) The authorized share capital of Z Ltd. is ₹ 60 lakhs divided into 6 lakhs equity shares
- -
-
of ₹ 10 each.
-
~
Y
b) As per Registered Valuer the value of equity shares of A Ltd. is ₹ 18 per share and of
-- - -
companies.
-
wc) 10% Debentures of A Ltd. to be issued 12% Debentures of Z Ltd. at par in consideration
- -
of their holdings.
-
O
- -
> e) Liquidation expenses including Registered Valuer fees of A Ltd.₹ 50,000 and B Ltd. ₹
- -
Assuming amalgamation in the nature of purchase, you are required to pass the necessary
- -
journal entries (narrations not required) in the books of Z Ltd. and Prepare Balance Sheet of
-
-
rized balance sheets of both the companies on the date of amalgamation stood as below:
Liabilities P Ltd. Q Ltd. Assets P Ltd. Q Ltd.
Share Capital: Goodwill 1,00,000 80,000
Equity Shares of ₹ 8,20,000 3,20,000 Land & Building 4,50,000 3,40,000
100 each
9% Pref. Share of 3,80,000 2,80,000 Plant & Machinery 6,20,000 4,50,000
₹100 each
8% Debentures 2,00,000 1,00,000 Furniture & Fittings 1,00,000 50,000
Page 5.44
CA NITIN GOEL th AMALGAMATION (AS 14)
Net
PQ Ltd. will pay> -
necessary cash to the Equity Shareholders of both the Companies in order to
adjust the rights as per the intrinsic value of the shares of both the Companies
-
Prepare ledger accounts in the books of P Ltd. and Q Ltd. to close their books.
-
Particulars Amalgamation
-
premium of ₹ 30 per share for every 3 preference shares held in both the companies.
- -
c) In addition, necessary cash should be paid to equity shareholders of both the companies
-
as required to adjust the rights of shareholders of both the companies in accordance with
the intrinsic
-
value of the shares of both the companies.
You are required to compute the purchase consideration for both the companies.
Share capital: Equity shares 10 each (fully paid up) 300 280
9% Preference share Capital (₹ 100 each)
-
O60 G40
Investment allowance Reserve
=
- 10 4
Profit and Loss Account 68 68
r ↑
10% Debentures 100 60
r r
Trade Payables 50 30
r 14 j
Tax provision 8
602 490
Assets
r
Building
Plant and Machinery
10% [ ~
120
160
~ J54
100
140
.
r ~
Investments 80 50
Trade receivables
Inventories
m
m
90
72
~70
80
~80 ~
Cash and Bank 50
602 490
Page 5.45
at 15
Assume
CA NITIN GOEL AMALGAMATION (AS 14)
O -
-
↑
From the following information, you are required to prepare the Balance Sheet as on
-
01.04.2020 of a new company, R Ltd., which was formed to take over the business of both the
-
-
10% above
-
cost and that of Q Ltd. at 5% above cost.
-d) 10% of trade receivables were doubtful for both companies. Inventories to be carried at cost
-
- -
-e) Preference shareholders were discharged by issuing equal number of 9% preference
-
shares at par.
-
-f) Equity shareholders of both the transferor companies are to be discharged by issuing
-
Give your answer on the basis that amalgamation is in the nature of purchase.
-
A Limited
Liabilities ₹ Assets ₹
v
Share Capital: Patent 1,00,000
~
Issued and fully paid up Building 5,40,000
50,000 8% Cumulative 5,00,000 Plant and Machinery j 15,10,000
-
should be formed to acquire assets of both companies on the following terms & conditions:
- -
-a) AB Ltd. is to have an authorized capital of ₹ 36,00,000 divided into 60,000, 8% cumulative
- - - -
b) AB Ltd. to purchase the whole of the assets of A Ltd. (except cash and Bank balances) for
p C
. -
.
c) AB Ltd. is to purchase the whole of the assets of B Ltd. (except cash and bank balances)
- -
for ₹ 4,91,000 to be settled as to ₹ 16,000 in cash and as to the balance by issue of 38,000
- - -
* d) A Ltd. and B Ltd. both are to be wound up, the two liquidators distributing the shares in AB
- - - -
X e) The creditors of A Ltd. and B Ltd. are considered to be paid by the liquidators of the
-
-
Page 5.46
CA NITIN GOEL AMALGAMATION (AS 14)
↑f) The liquidator of A Ltd. is to pay the preference shareholders ₹ 12 in cash for every share
- - - -
in full on application.
-
It is estimated that the cost of liquidation (including the liquidators' remuneration) will be ₹
X -
10,000 in case of A Ltd. and ₹ 5,000 in case of B Ltd. and[that the preliminary expenses of AB
-
- - -
Ltd. will amount to ₹ 24,000· exclusive of the underwriting commission of ₹ 38,900 payable
- - -
-
Prepare-
Balance Sheet of AB Ltd. on the basis that all assets other than goodwill are taken
- -
over at book value & preliminary expenses & underwriting commission are to be written off.
-
- - -
capital of P Ltd. & Q Ltd. for the purpose of acquiring the assets,
S
liabilities and undertakings of the two companies in exchange
-
for share in PQ Ltd. The Balance
Sheets of P Ltd. & Q Ltd. as on 31 March, 2020 (the date of amalgamation) are given below:
-
st
-
-
goodwill to be calculated
-
as its weighted average of net profits for the 3 years ended 31 March, 2020. The weights for
- -
st
-
this purpose for the years 2017-18, 2018-19 and 2019-20 were agreed as 1, 2 & 3 respectively.
-
The profit has been: 2017-18 ₹ 3,00,000; 2018-19 ₹ 5,25,000 and 2019-20 ₹ 6,30,000
- - - -
The shares of PQ Ltd. were to be issued to P Ltd. & Q Ltd. at a premium & in proportion to the
- - -
-
proceeded to issue- -
72,000 shares of ₹ 10 each at the same rate of premium as issued for
- -
-
discharging purchase consideration to P Ltd. & Q Ltd. You are required to:
(a) Calculate the number of shares issued to P Ltd. & Q Ltd.
-
(b) Prepare the Balance sheet of PQ Ltd. as per Schedule III after recording its journal entries
Question 27 (Inter July 2021) (10 Marks) Pg no._____
Summarized Balance
- -
Sheets of Black Ltd. & White Ltd. as on 31st March, 2020 is as follows:
-
Page 5.47
CA NITIN GOEL AMALGAMATION (AS 14)
Assets
Non-Current assets
J
r
Property, Plant and Equipment 3,600 2,400
Current assets
r j
(a) Inventories 960 720
(b) Trade receivables r
1,680 j1,080
r j
(c) Cash and Cash Equivalents
-
1,440 420
Total 7,680 4,620
(₹ in 000) (₹ in 000)
1. Share Capital
-
-6,000 3,600
Equity Shares of ₹100 each
-
No Balance Sheet of White Limited is available as on that date. It is, however estimated that
-
[
- -
Estimated profit of Black Limited during these 3 months was ₹ 4,80,000 after charging
- - -
proportionate
-
deprecation @ 10% p.a. on Property Plant and Equipment
Both the companies have declared and paid[
-
10% dividend within this 3 months' period.
rGoodwill of White Limited is valued at f
₹ 2,40,000 and Property Plant and Equipment are valued
-
- -
consideration.
- ~
b) Calculate balance of Net Current Assets of Black Ltd. & White Ltd. as on 1st July, 2020
u
- - - >
Yc) Give balance of Profit or Loss of Black Limited as on 1st July, 2020
- -
ud) Give balance of Property Plant and Equipment as on 1st July, 2020 after takeover.
- -
Page 5.48
CA NITIN GOEL AMALGAMATION (AS 14)
II. Assets:
(1) Non-Current Assets: -
r
Property, Plant & Equipment T 68,00,000 1,36,00,000
(2) Current Assets:
(a) Inventories - Xr3,68,00,000 80%
- -
ur1,92,00,000
-
j 80% 70 %
(b) Other Current Assets + V 72,00,000
- - =>
(Invento rivs
--
294 40
= .
j
4. Unsecured Loans 1,72,00,000 -
425%
5. Other Current Liabilities
-
j r
Statutory Liabilities 1,44,00,000 20,00,000
j60,00,000 f36,00,000
Liability to Employees
2,04,00,000 56,00,000
Both the companies go into liquidation and a new company ‘AakashGanga Limited’ is formed
- - - -
inventory) is 80% of book value in case of Aakash Limited and 70% for Ganga Limited.
- - - -
-(ii) Property, Plant and Equipment of both the companies are taken over at book value by
- -
-
AakashGanga Limited.
-
-(iii) Secured Loans include ₹ 32,00,000 accrued interest in case of Ganga Limited.
- - - -
+ -(iv) 4,00,000 Equity Shares of ₹ 10 each are allotted by AakashGanga Limited at par against
- - - - -
cash payment of entire face value to the shareholders of Aakash Limited and Ganga
- - -
Limited in the ratio of shares held by them in Aakash Limited and Ganga Limited.
- - >
-
(v) Preference Shareholders in Aakash Limited are issued Equity Shares in AakashGanga
T -
-
-
-
(vi) Secured Loan agree to continue the balance amount of their loans to AakashGanga
-
-
-
Limited after adjusting realizable value of pledged asset in case of Aakash Limited and
> - - -
(ix) Statutory Liabilities are taken over by AakashGanga Limited at full value and Trade
-
-
- - -
You are required to prepare the opening Balance Sheet of AakashGanga Limited as at 1.4.2021.
-
Page 5.49