Module II- External Reconstruction
Module II- External Reconstruction
INTRODUCTION
For the purpose of enjoying the economies of scale and to reduce the cut throat competition,
two or more than two joint stock companies may combine their undertakings and become one
joint stock company. It can be done either by one of the existing joint stock companies taking
over the other combining company or companies, the latter being dissolved or by standing a
new joint stock company, which takes over all the combining joint stock companies. It is being
done either by Amalgamation or Absorption.
MEANING:
Amalgamation: When two or more companies same in all respects go into liquidation and the
new company is formed to take over their business is called amalgamation.
For example, if a new company C Ltd. is formed to take over A Ltd. and B Ltd. which are
existing companies, it is an example of amalgamation.
OBJECTIVES OF AMALGAMATION
Amalgamation means the merging of two or more than two companies for eliminating
competition among them or for growing in size to achieve the economies of scale.
Amalgamation is a broad term which includes mergers (uniting of two existing companies) and
acquisition (one company buying out another company).There are many objectives of
amalgamation. Some of the objectives are as follow: Let us discuss them in detail.44
(i) To have a better control over the market and also to increase the market share and area
of operations.
(ii) To eliminate the cut-throat competition and rivalry among competing the
amalgamating companies.
(iii) To enjoy the economies of large scale production.
(iv) To utilize the services of professional experts.
(v) To increase the availability of funds for the future investment plans. (vi) To achieve
all other advantages of combination.
TERMS IN AMALGAMATION :
Some Important Terms in Amalgamation are as under
(1) Transferor Company: This means the company which is amalgamated into another
company.
(2) Transferee Company: It is a company in which transferor company amalgamate.
3) TYPES OF AMALGMATION
Amalgamation: Amalgamation is basically of two types:
a) All the assets and liabilities of the transferor company become, after amalgamation, the
assets and liabilities of the transferee company.
b) 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 nominees) become equity
shareholders of the transferee company by virtue of the amalgamation.
c) 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, with the exception that cash may be paid only in respect of fractional shares.
d) The business of the transferor company is intended to be carried on, after the amalgamation,
by the transferee company.
e) No adjustment is intended to be made to the book value 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 the accounting policies.
(4) Assets purchased and Business purchased: If it is mentioned in the question that the
transferee company has purchased the assets of the Transferor company, it means that
Transferee Company has acquired all the assets including cash and not the liabilities of the
business of the transferor company. If it is mentioned that the Transferee company has
purchased the business of the transferor company, it means that Transferee Company has
acquired all the assets and liabilities of the transferor company.
(5) Liabilities and Trade liabilities: The term liabilities includes trade creditors, Bills payable,
debentures, bank overdraft, outstanding expenses, pension fund, provident fund, 7 workmen
profit sharing fund etc. The term trade liabilities include creditors and bills payable which are
associated with sale/purchase of goods and service
METHODS OF AMALGMATION
There are two main methods of accounting for amalgamation:
(a) The pooling of interest method; and
b) The purchase method.
The use of the pooling of interest method is confined to circumstances which meet the
criteria referred to in paragraph 3(e) for an amalgamation in the nature of merger. The object
of the purchase method is to account for the amalgamation by applying the same principles as
are applied in the normal purchase of assets. This method is used in accounting for
amalgamations in the nature of purchase.
a) The Pooling of Interests Method : Under the pooling of interests method, the assets,
liabilities and reserves of the transferor company are recorded by the transferee company at
their existing carrying amounts (after making the adjustments required).
If, at the time of the 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 Accounting Standard (AS) 5, Net Profit or Loss for the Period,
Prior Period Items and Changes in Accounting Policies.
b) Purchase Method : Under the purchase method, the transferee company accounts for the
amalgamation either by incorporating the assets and liabilities at their existing carrying
amounts or by allocating the consideration to individual identifiable assets and 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. For
example, the transferee company may have a specialized use for an asset, which is not available
to other potential buyers. The transferee company may intend to effect changes in the activities
of the transferor company which necessitate the creation of specific provisions for the expected
costs, e.g. planned employee termination and plant relocation costs.
Difference between Pooling Interest method and Purchase method
PURCHASE CONSIDERATION
Purchase Consideration is the amount which is paid by the transferee company for the purchase
of the business of the transferor company. In other words, consideration for amalgamation
means the aggregate of the shares and other securities issued and payment in cash or other
assets by the transferee company to the shareholders of the transferor company. It should not
include the amount of liabilities taken over by the transferee company, which will be paid
directly by this company. Payments made to debenture holders should not be considered as
part of purchase consideration. The calculation of purchase consideration is very important and
may be calculated in the following ways:
(1) Lump sum Payment Method: When the transferee company agrees to pay a fixed sum
to the transferor company, it is called a lump sum payment of purchase consideration.
For example, if A Ltd. purchases the business of B Ltd. and agrees to pay Rs. 25,00,000 in all,
it is an example of lump sum payment.
(2) Net Assets Method: According to this method, the purchase consideration is calculated
by calculating the net worth of the assets taken over by the Transferee Company. The
net worth is calculated by adding the agreed value of assets taken over by the transferee
company. Following points should be taken care of:
Value of only those assets is included which are acquired by the transferee company.
Value of only those liabilities will be deducted which have been taken over by the
Transferee Company.
Cash Balance is normally included in assets but if it is not taken over it will not be
included. Goodwill is an intangible but valuable asset and as such is included in assets.
Fictitious assets not written off should not be added.
This method is used only when the Net Payment cannot be adopted.
(3) Net Payment Method: Under this method, purchase consideration is calculated by
adding the various payments in the form of shares, securities, cash, etc. made by the
transferee company. No amount of liabilities is deducted even if these are assumed by
the purchasing company. Thus, purchase consideration is the total of all the payments
whether in shares, securities, or cash.
For example, X Ltd. agrees to give for every 10 shares of Y Ltd. 15 shares of Rs. 10
each, Rs. 8 paid up. X Ltd. agrees to pay Rs.15, 000 cash to discharge the creditors. The
purchase consideration is calculated as follows:
Shareholders of Y Ltd. will get:
6,000 ×15/10 = 9,000 shares of Rs. 10 each, Rs. 8 paid up Rs. 72,000
10 Cash Paid Rs. 15,000
Purchase Consideration Rs. 87,000
But sometimes it is specifically mentioned that company issued requisite number of
shares and also gave balance amount in cash. But “this balance” could not be
ascertained and the total purchase consideration amount is also meet specified, then in
such a case the company has only option to go with the net assets method
(4) Intrinsic worth/value Method: This method is just an extension of net assets methods.
Under method, purchase consideration is required to be calculated on the basis of
intrinsic value of shares. The intrinsic value of a share is calculated by dividing the net
assets available for equity shareholders by the number of equity shares. This value
determines the ratio of exchange of shares between the transferor and transferee
company.
Suppose A Ltd. and B Ltd. are two companies carrying on the business in the same line
of activity. Their capital is Rs. 6, 00,000 and Rs. 2, 00,000 (value of each share Rs. 10).
The two companies decided to amalgamate in C Ltd. If each share of A Ltd. and B Ltd.
is valued at Rs. 15 and Rs. 25 per share for the purpose of amalgamation. The purchase
consideration will be as under: A Ltd. 60,000 shares @ Rs. 15 each Rs. 9, 00,000 B
Ltd. 20,000 shares @ Rs. 25 each Rs. 5, 00,000
6. A Co Ltd and B Co ltd agreed to amalgamate AB Co Ltd had been formed to take
over the combined concern as on 31/3/2021 after negotiation the assets of the
company have been agreed at a shown in the following balance sheet.
Liabilities A Co B Co Ltd Assets A Co B Co Ltd
Ltd Ltd
Equity shares 20,00,000 10,00,000 Land and 10,00,000 6,00,000
capital Building
Reserve fund ----- 1,00,000 Plant and 4,00,000 5,00,000
Machinery
Sundry 1,60,000 1,00,000 Goodwill and 2,20,000 1,00,000
creditors patent
Profit and loss 1,00,000 1,00,000 Stock 3,00,000 40,000
a/c
Sundry Debtors 2,40,000 40,000
Cash at bank 1,00,000 22,000
22,60,000 13,00,000 22,60,000 13,00,000
Show how much amount of purchase consideration will be paid to each company
The above company was liquidated and all the assets and liabilities were sold to B co
Ltd for a total Purchase consideration of Rs. 4,00,000 which is paid in
a) Cash 1,00,000
b) 20,000 equity shares of Rs.10 each at a premium of Rs, 5 per share
Pass the opening entries in the book of B co Ltd assuming that 20,000 liquidation
expenses was paid by purchasing company.
14. The assets of the going company Ltd were purchased by surviving Co Ltd the Purchase
consideration was as follows;
a) A payment in cash at Rs. 40 for every share in the Going Company Ltd
b) An exchange of 4 Shares in the surviving Company Ltd of Rs. 50 as the market
value of Rs. 80 for every share in going co ltd.
A further payment in cash of Rs. 110 for every Debenture in the going Company
Ltd
Liabilities amount Assets amount
1000 equity shares of Rs. 200 2,00,000 Building 75,000
each
1000 Debentures of Rs. 100 1,00,000 Machinery 1,50,000
each
Creditors 30,000 Stock 90,000
Reserve 65,000 Debtors 80,000
Workmen saving Bank 10,000 Bank 35,000
Profit and loss account 25,000
4,30,000 4,30,000
Calculate PC and Pass Opening entries in the book of Surviving Company
15. A Ltd agrees to absorb the business of B Ltd as on 31-3-2024 to take over the assets
and liabilities at the balance sheet values and to issue fully paid shares of Rs. 10 each
The following are the balance sheets of two companies:
Liabilities A Ltd B Ltd Assets A Ltd B Ltd
Share capital 3,00,000 1,00,000 Goodwill 60,000 10,000
General Reserve 50,000 20,000 Building 90,000
Profit and Loss 20,000 10,000 Machinery 80,000 45,000
A/c
Creditors 30,000 40,000 Stock 70,000 65,000
Bills payable 15,000 Debtors 50,000 40,000
Cash 50,000 25,000
4,00,000 1,85,000 4,00,000 1,85,000
Pass the closing entries and show the necessary ledger accounts in the books of B Ltd
and pass the opening entries in the books of A ltd and show the balance sheet. (Apply
Merger Method)
16. Star Ltd agrees to absorb the business of Light Ltd as on 31-3-2024 and to take over
the assets and liabilities in exchange for which it is to issue 7 shares of Rs 10 each fully
paid for every share of Rs. 50 each in the light Ltd. The expenses of absorption of Rs.
5000 are paid by star Ltd The following is the balance sheet of Light Ltd as on 31-3-
2024
Liabilities amount Assets amount
4000 shares of Rs. 50 each 2,00,000 Building 1,50,000
fully paid
Reserve fund 30,000 Machinery 60,000
Profit and Loss account 15,000 Stock 50,000
Contingency Reserve 10,000 Sundry Debtors 40,000
Sundry creditors 40,000 Bills receivable 15,000
Employee saving bank 25,000 Cash 5,000
deposit
3,20,000 3,20,000
pass the journal entries to record the above transactions in the books of star Ltd. Assume
conditions of amalgamation in the nature of merge have been fulfilled.
If Loss
Equity shareholders a/c ___________________Dr
To Realisation A/c