Ca inter
Ca inter
23 a
LEARNING OUTCOMES
After studying this unit, you will be able to comprehend the –
Types of amalgamation – merger and purchase;
Accounting for amalgamation – Pooling of interest method and
purchase method;
Computation of Purchase consideration;
Amalgamation post balance sheet date;
Disclosure requirements of AS 14;
2.1 INTRODUCTION
AS 14 (Revised) deals with the accounting to be made in the books of Transferee
company in the case of amalgamation and the treatment of any resultant
goodwill or reserve.
An amalgamation may be either in the nature of merger or purchase. The
standard specifies the conditions to be satisfied by an amalgamation to be
considered as amalgamation in nature of merger or purchase.
An amalgamation in nature of merger is accounted for as per pooling of interests
method and in nature of purchase is dealt under purchase method.
Pooling of Interest
Merger
Method
Types of
Amalgamation
Note:
AS 14 (Revised) does not deal with cases of acquisitions. The distinguishing
feature of an acquisition is that the acquired company is not dissolved and its
separate entity continues to exist.
Types of amalgamations
Merger Purchase
2.7 CONSIDERATION
Consideration for the amalgamation means the aggregate of the 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. In
determining the value of the consideration, an assessment is made of the fair
value of its elements.
Clarification Chart:
Difference between the amount recorded as share capital issued (plus any
additional consideration in the form of cash or other assets) and the amount
of share capital of the transferor company.
The Standard gives a title, which reads as "Reserve". This gives rise to following
requirements.
1. The corresponding debit is "also" to a Reserve Account
2.13 DISCLOSURES
For all amalgamations, the following disclosures are considered appropriate in the
first financial statements following the amalgamation:
a. Names and general nature of business of the amalgamating companies;
b. Effective date of amalgamation for accounting purposes;
b. The amount of any difference between the consideration and the value of
net identifiable assets acquired, and the treatment thereof.
For amalgamations accounted for under the purchase method, the following
additional disclosures are considered appropriate in the first financial statements
following the amalgamation:
a. Consideration for the amalgamation and a description of the consideration
paid or contingently payable; and
b. The amount of any difference between the consideration and the value of
net identifiable assets acquired, and the treatment thereof including the
period of amortisation of any goodwill arising on amalgamation.
Illustration 1
A Ltd. take over B Ltd. on April 01, 20X1 and discharges consideration for the
business as follows:
(i) Issued 42,000 fully paid equity shares of ` 10 each at par to the equity
shareholders of B Ltd.
(ii) Issued fully paid up 15% preference shares of ` 100 each to discharge the
preference shareholders ( ` 1,70,000) of B Ltd. at a premium of 10%.
(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.
Solution
Particulars `
Equity Shares (42,000 x 10) 4,20,000
15% Preference Share Capital 1,70,000
Add: Premium on Redemption 17,000
Purchase Consideration 6,07,000
Note: As per AS 14, consideration for the amalgamation means the aggregate of
the 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, payment to debenture holders are not covered by the term
‘consideration’.
Illustration 2
A Ltd. and B Ltd. were amalgamated on and from 1st April, 20X1. A new company C
Ltd. was formed to take over the business of the existing companies. A Ltd. and
B Ltd. have the following ledger balances as on 31st March, 20X1:
A Ltd. B Ltd.
(` in lakhs) (` in lakhs)
Land and Building 550 400
Plant and Machinery 350 250
Investments (Non-current) 150 50
Inventory 350 250
Trade Receivables 300 350
Cash and Bank 300 200
Share Capital:
Equity Shares of ` 100 each 800 750
12% Preference shares of ` 100 each 300 200
Reserves and Surplus:
Revaluation Reserve 150 100
General Reserve 170 150
Investment Allowance Reserve 50 50
Additional Information:
(1) 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.
(2) 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).
(3) C Ltd. will issue 5 equity shares for each equity share of A Ltd. and 4 equity
shares for each equity share of B Ltd. The shares are to be issued @ ` 30 each,
having a face value of ` 10 per share.
(4) Investment allowance reserve is to be maintained for 4 more years.
Prepare the Balance Sheet of C Ltd. as on 1st April, 20X1 after the amalgamation
has been carried out on the basis of Amalgamation in the nature of purchase.
Solution
Balance Sheet of C Ltd. as at 1st April, 20X1
II. Assets
(1) Non-current assets
(a) Property, Plant and 4 1,550
Equipment
(b) Intangible assets 5 20
(c) Non-current investments 6 200
(2) Current assets
(a) Inventory (350 + 250) 600
(b) Trade receivables 7 650
(c) Cash and bank balances
(300 + 200) 500
Total 3,520
Notes to Accounts
(` in lakhs) (` in lakhs)
1. Share Capital
Equity share capital (W.N.1)
70,00,0001 Equity shares of ` 10 each 700
5,00,0002 Preference shares of 500
` 100 each
(all the above shares are allotted as 1,200
fully paid-up pursuant to contracts
without payment being received in
cash)
2. Reserves and surplus
Securities Premium Account (W.N.3)
(950 + 700) 1,650
1
40,00,000 + 30,00,000
2
3,00,000 + 2,00,000
(` in lakhs)
A Ltd. B Ltd.
(1) Computation of Purchase consideration
(a) Preference shareholders:
3,00,00,000
i.e. 3,00,000 shares × ` 150 each 450
100
2,00,00,000
i.e. 2,00,000 shares × ` 150 each 300
100
(b) Equity shareholders:
8,00,00,000 × 5
i.e. 40,00,000 shares × ` 30 each 1,200
100
7,50,00,000 × 4
i.e. 30,00,000 shares × ` 30 each _____ 900
100
Amount of Purchase Consideration 1,650 1,200
(a) In case of merger – assets and liabilities can only be taken over at book
values.
(b) In case of purchase – assets and liabilities can be taken over at book
values or agreed values.
(c) Both (a) and (b) are correct.
(d) Both (a) and (b) are incorrect.
Theoretical Questions
6. Briefly describe the disclosure requirements for amalgamation including
additional disclosure, if any, for different methods of amalgamation as per AS
14 (Revised).
7. List the conditions to be fulfilled as per AS 14 (Revised) for an amalgamation
to be in the nature of merger, in the case of companies.
10. On 1st April, 2018, Tina Ltd. take over the business of Rina Ltd. and
discharged purchase consideration as follows:
(i) Issued 50,000 fully paid Equity shares of ` 10 each at a premium of ` 5
per share to the equity shareholders of Rina Ltd.
(ii) Cash payment of ` 50,000 was made to equity shareholders of Rina Ltd.
(iii) Issued 2,000 fully paid 12% Preference shares of ` 100 each at par to
discharge the preference shareholders of Rina Ltd.
(iv) Debentures of Rina Ltd. 20,000) will he converted into equal number
and amount of 10% debentures of Tina Ltd.
ANSWERS/SOLUTIONS
Answer to the Multiple Choice Questions
1. (b) 2. (c) 3. (d) 4. (d) 5. (c)
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.
10. As per AS 14, consideration for the amalgamation means the aggregate of
the 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.
Particulars `
Equity Shares (50,000x 15) 7,50,000
Cash payment 50,000
12% Preference Share Capital 2,00,000
Purchase Consideration 10,00,000
Journal entry
Particulars ` `
Liquidation of Rina Ltd. A/c 10,00,000
To Equity share capital A/c 5,00,000
To 12% Preference share capital A/c 2,00,000
To Securities premium A/c 2,50,000
To Bank/Cash A/c 50,000
(Being payment of cash and issue of shares for
discharge of purchase consideration)