Amalgamation of Companies and External Reconstruction Questions
Amalgamation of Companies and External Reconstruction Questions
Amalgamation of Companies and External Reconstruction Questions
Given below are the extracts from the Balance Sheets of Y Ltd. as at 31st March, 2019
Particulars (in lacs)
Equity Share Capital of 10 each (100000 shares ... ... ... ... ... 10.00
*10)
8% Pref. Share Capital of 100 each ... ... ... ... ... 2.00
Reserves and Surplus ... ... ... ... ... 3.00
12% Debentures of 100 each ... ... ... ... ... 1.00
Current Liabilities ... ... ... ... ... 2.20
Non-Current Assets ... ... ... ... ... 12.80
Current Assets ... ... ... ... ... 5.40
X Ltd. absorbs Y Ltd. as on that date on the following terms
1. 12% Debentures of Y Ltd. are to be discharged by X Ltd. by issuing such number of its 15% Debentures of
100 each so as to maintain the same amount of interest.
2. The issue of such an amount of fully paid 9% Preference Shares in X Ltd. at 125% as is sufficient to discharge
8% Preference Shares in Y Ltd. at a premium of 20%.
3. The Equity Shareholders of Y Ltd. will receive the same number of Equity Shares of X Ltd. The Equity
Shares of X Ltd. are to be of a nominal value of 10 each credited as 8 paid up and valued at 15 per share.
4. The transferee company shall pay the cost of absorption which amounts to 1,00,000
Show the calculation and discharge of Purchase Consideration.
Illustration 2
A Ltd. took over B Ltd. and agreed to pay consideration as follows
1. to issue 5 equity shares of 10 each for every 7 equity shares held at 35 each
2. to pay Rs.10 per share in cash.
Calculate consideration for amalgamation, assuming that there are 100000 equity shares of 10 each.
Illustration 3
A Ltd. took over B Ltd. and agreed to pay consideration as follows
1. to issue necessary equity shares of A Ltd. Market Value of equity shares of A Ltd. is 35 per share and that
of B Ltd. is 25 per share.
2. to pay 10 per share in cash.
Number of equity shares of B Ltd. is 2,00,000 Calculate
consideration for amalgamation.
Illustration 4
Homer Ltd. and Illiad Ltd. propose to amalgamate.
Goodwill may be taken at 96,000 for Homer Ltd. and 38,000 for Illiad Ltd. The stock of Homer Ltd. and Illiad
Ltd. to be taken at 2,04,000 and 1,42,000 respectively. Other assets and liabilities are taken over at book value.
You are required to find out the purchase consideration receivable by both the companies on the basis of the
Net Assets Method. Their financial position as on December 31, 2012 were
Particulars `
EQUITY AND LIABILITIES
Share Capital :
2,00,000 Equity Shares of 10 each fully paid up ... ... ... ... ... 20,00,000
General Reserve ... ... ... ... ... 5,00,000
12% Debentures (of 100 each) ... ... ... ... ... 6,00,000
Trade Payable ... ... ... ... ... 14,00,000
Other Liabilities ... ... ... ... ... 10,00,000
55,00,000
ASSETS
Plant and Machinery ... ... ... ... ... 10,00,000
Furniture ... ... ... ... ... 5,00,000
Stock ... ... ... ... ... 20,00,000
Trade Receivables ... ... ... ... ... 15,00,000
Cash and Bank ... ... ... ... ... 3,00,000
Discount on Issue of Debentures ... ... ... ... ... 2,00,000
55,00,000
CD Ltd. agreed to issue equivalent number of 12% debentures to the debentureholders of AB Ltd. at par.
Calculate consideration for amalgamation in each of the following cases :
Case I : Assets and liabilities are taken over at book values and CD Ltd. issues 2,00,000 equity shares of 10
each at par to the shareholders of AB Ltd. and the balance in cash.
Case II : Assets and liabilities are taken over at the following amounts : Plant and Machinery at ` 7,00,000,
Furniture at ` 4,00,000, Stock at ` 24,00,000, Trade Receivables at 90% of the book value, Trade Payables at
5% discount. CD Ltd. issues 1,50,000 Equity Shares of ` 10 each at par to the shareholders of AB Ltd. and
the balance of the purchase consideration is paid in cash.
Case III : Assets and liabilities are valued by CD Ltd. at book values. CD Ltd. issues 2,00,000 Equity Shares of
10 each at par and also pays ` 2 per share of AB Ltd. in cash to the shareholders of AB Ltd.
Case IV : Assets and liabilities are valued by CD Ltd. at the valuation mentioned in Case II. CD Ltd. issues
2,00,000 Equity Shares of ` 10 each at par to the shareholders of AB Ltd.
Illustration 7
The following are the Summary Balance Sheets as on 31-3-2012 of Nisha Ltd. and Usha Ltd.
Illustration 8
BK Ltd. is formed to take over Bunty Ltd. and Kuber Ltd. Their Summary Balance Sheets on the date of
amalgamation are as below
Balance Sheets as on 31st March, 2012
Liabilities Bunty Kuber Assets Bunty Kuber
Share Capital of 10 each
Equity Shares 2,40,000 1,60,000 Goodwill — 25,000
11% Preference Shares 1,50,000 1,00,000 Buildings 1,50,000 1,40,000
General Reserve 45,000 40,000 Machinery 80,000 60,000
Profit & Loss A/c 30,000 21,000 Furniture 10,000 5,000
9% Debentures 1,00,000 1,00,000 Investments 1,40,000 80,000
Sundry Creditors 60,000 40,000 Debtors 1,65,000 60,000
Other Liabilities 40,000 24,000 Stock 75,000 90,000
Cash and Bank 13,000 8,000
Other Current Assets 20,000 10,000
Share issue Expenses 12,000 7,000
6,65,000 4,85,000 6,65,000 4,85,000
BK Ltd. issued 10,000 equity shares of 10 each to the public at a premium of 10%. Bunty Ltd. and Kuber Ltd.
were taken over by BK Ltd. on the following terms.
Bunty Ltd.
(a) Equity Shareholders are to be issued 7 Equity Shares of 10 at par in BK Ltd. and are to be paid
Rs. 5 in cash for surrender of each 6 shares.
7 shares + Rs. 5 from BK ltd…given for every 6 shares of B Ltd.
(b) Preference shareholders are to be paid at 10% premium by 12.5% preference shares in BK Ltd. issued at
par.
Total payment 1.5 L *1.1 = 165000……by issuing 12.5 % shares at par
(c) All Assets and liabilities are valued at book value except Machinery which is valued at 10% below book
value and Debtors are worth 1,60,000.
(d) Liquidation expenses of 12,500 are to be borne by BK Ltd.
(e) Discharge the debentures of Bunty Ltd. at a discount of 10% by the issue of 13% Debentures of
100 each in BK Ltd.
Re : Kuber Ltd.
(a) Cash 3,000 is to be retained for liquidation expenses.
(b) Debtors and Investments are valued at 90% of cost. Goodwill is taken at par.
(c) Machinery and stock are valued at 10% above cost and other assets and liabilities are valued at book
value except Fictitious Assets.
(d) Preference shareholders are to be paid at 10% premium by 12.5% preference shares in BK Ltd. issued at
par.
(e) Balance of Purchase consideration is payable in equity shares at par.
(f) Discharge the debentures of Kuber Ltd. at par by the issue of 13% Debentures of 100 each in 'BK' Ltd.
The Face value of Equity shares and preference shares in BK Ltd. is 10 each.
Show the necessary Ledger Accounts in the books of 'Bunty Ltd.' and 'Kuber Ltd.' Also calculate purchase
considerations.
Illustration 9
Following are the Summary Balance Sheets of Rohan Ltd. and Sohan Ltd. as on 31-3-2017
Liabilities Rohan Ltd Sohan Ltd. Assets Rohan Ltd. Sohan Ltd
2. Aqua Engineers Ltd. paid Rs.4 in cash for each share of Beeta Ltd. 15000*4 =60000
3. Aqua Engineers Ltd. discharged 12% debentures of Beeta Ltd. at 10% premium by issue of its 15%
debentures at a discount of 12%.
Liabilities ` Assets `
Equity Shares of 10 each fully Land and Building 3,85,000
paid up 4,00,000 Furniture and Fittings 80,000
Capital Reserve 25,000 Stock 40,000
Profit and Loss Account 75,000 Trade Receivables 75,000
Export Profit Reserve 60,000 Cash and Bank Balance 2,20,000
Revaluation Reserve 1,50,000
Trade Payables 90,000
8,00,000 8,00,000
On the above date, Akash Ltd. is formed to takeover the business of Prakash Ltd. (including cash and Bank
Balance), on the following terms and conditions
1. Stock is taken over at 75% of its book value.
2. Furniture and fittings are taken over at 70,000.
3. Trade receivables are taken over, subject to reserves for bad debts of 5,000.
4. Land and Building is taken over by Akash Ltd. at 10,00,000.
5. Statutory reserve is required to be maintained for 1 more year.
6. Goodwill is valued and taken over at 250% of the book value of furniture and fittings.
7. 90% purchase consideration is settled by issuing equity shares in Akash Ltd., of 10/- each at
15/- each, to the equity shareholders of Prakash Ltd. 10% of the purchase consideration is settled in cash.
8. Akash Ltd. issued, 12%, 40,000 Preference shares of 10/- each at 9/- each fully paid up. All these preference
shares were fully subscribed for by public and issued accordingly by the company.
Liabilities Black Ltd. White Ltd. Assets Black Ltd. White Ltd.
Illustration 13
Ram Limited and Shyam Limited carry on business of a similar nature and it is agreed that they should
amalgamate. A new company, Ram and Shyam Limited, is to be formed to which the assets and liabilities of
the existing companies, with certain exception, are to be transferred. On 31st March, 2013 the Balance Sheets
of the two companies were as under
Ram Limited
Balance Sheet as at 31st March, 2013
Liabilities ` Assets `
Issued and Subscribed Freehold Property, at cost 2,10,000
Share Capital : Plant and Machinery, at cost
30,000 Equity shares of 10 each, less depreciation 50,000
fully paid 3,00,000 Motor Vehicles, at cost
General Reserve 1,60,000 less depreciation 20,000
Profit and Loss Account 40,000 Inventory 1,20,000
Trade Payables 1,50,000 Trade Receivables 1,64,000
Cash at Bank 86,000
6,50,000 6,50,000
Shyam Limited
Balance Sheet as at 31st March, 2013
Liabilities Assets
Issued and Subscribed Freehold Property, at cost 1,20,000
Share Capital : Plant and Machinery, at cost
16,000 Equity shares of 10 each, fully less depreciation 30,000
paid 1,60,000 Inventory 1,56,000
Profit and Loss Account 40,000 Trade Receivables 42,000
6% Debentures 1,20,000 Cash at Bank 36,000
Trade Payables 64,000
3,84,000 3,84,000
Assets and Liabilities are to be taken at book-value, with the following exceptions
(a) Goodwill of Ram Limited and of Shyam Limited is to be valued at 1,60,000 and 60,000 respectively.
(b) Motor vehicles of Ram Limited are to be valued at 60,000.
(c) The debentures of Shyam Limited are to be discharged by the issue of 6% Debentures of Ram and Shyam
Limited at a premium of 5%.
(d) The trade receivables of Shyam Ltd. realised fully and bank balance of Shyam Ltd. are to be retained by
the liquidator and the trade payables of Shyam Ltd. are to be paid out of the proceeds thereof.
You are required to
(i) Compute the basis on which shares in Ram and Shyam Limited will be issued to the shareholders of the
existing companies assuming that the nominal value of each share in Ram and Shyam Limited is 10.
(ii) Draw up a Balance Sheet of Ram and Shyam Limited as of 1st April, 2013, the date of completion of
amalgamation.
(iii) Write up journal entries, including bank entries, for closing the books of Shyam Limited.
(iv) Follow Purchase Method
Illustration 14
The financial position of two companies M/s. Abhay Ltd. and M/s. Asha Ltd. as on 31-3-2015 is as follows
Balance Sheet as on 31-3-2015
Sources of Funds
Share Capital - Issued and Subscribed
15,000 Equity Shares @ 100, fully paid ... ... ... ... ... 15,00,000
10,000 Equity Shares @ 100, fully paid ... ... ... ... ... 10,00,000
General Reserve ... ... ... ... ... 2,75,000 1,25,000
Profit & Loss ... ... ... ... ... 75,000 25,000
Securities Premium ... ... ... ... ... 1,50,000 50,000
Contingency Reserve ... ... ... ... ... 45,000 30,000
12% Debentures @ 100 fully paid ... ... ... ... ... 2,50,000
Sundry Creditors ... ... ... ... ... 55,000 35,000
21,00,000 15,15,000
Application of Funds
Land and Buildings ... ... ... ... ... 8,50,000 5,75,000
Plant and Machinery ... ... ... ... ... 3,45,000 2,25,000
Goodwill ... ... ... ... ... 1,45,000
Inventory ... ... ... ... ... 4,20,000 2,40,000
Sundry Debtors ... ... ... ... ... 3,05,000 2,85,000
Bank ... ... ... ... ... 1,80,000 45,000
21,00,000 15,15,000
They decided to amalgamate and form a new company M/s. Abhilasha Ltd. as on 1-4-2015 on the following
terms
1. Goodwill to be valued at 1,95,000 for Abhay Ltd. and 1,25,000 for Asha Ltd.
2. Land and Buildings, Plant and Machinery and Inventory of both companies to be valued at 10% above
book value and a provision of 10% to be provided on Sundry Debtors.
3. 12% debentures to be redeemed by the issue of 12% preference shares of M/s. Abhilasha Ltd. (face value
of 100) at a premium of 10%.
4. Sundry Creditor to be taken over at book value. There is an unrecorded liability of 15,500 of M/s. Asha Ltd.
as on 1-4-2015.
5. The bank balance of both companies to be taken over by M/s. Abhilasha Ltd. after deducting liquidation
expenses of 60,000 to be borne by M/s. Abhay Ltd. and M/s. Asha Ltd. in the ratio of 2:1.
You are required to
1. Compute the basis on which shares of M/s. Abhilasha Ltd. are to be issued to the shareholders of the
existing company assuming that the nominal value of per share of M/s. Abhilasha Ltd. is
100.
2. Draw Balance Sheet of M/s. Abhilasha Ltd. as on 1-4-2015 after the amalgamation.
Illustration 15 (Homework)
R Ltd. and S Ltd. decide to amalgamate and to form a new company T Ltd. The following are the summarised
Balance Sheets of R Ltd. and S Ltd. as at 31-3-2017
Additional Information
1. T Ltd. will issue 5 equity shares for each equity share of R Ltd. and 4 equity shares for each share of S
Ltd. @ 30 each, having a face values of 10 per share.
2. Preference Shareholders of the two companies are issued equivalent number of 15% preference shares of
T Ltd., at a price of 150 per share (face value of 100).
3. 10% Debenture holders of R Ltd. and S Ltd. are discharged by T Ltd. issuing such number of its 15%
Debentures of 100 each, so as to maintain the same amount of interest.
4. Investment allowance reserve to be maintained for 3 more years.
Calculate the amount of purchase consideration for R Ltd. and S Ltd. and draw up the Balance Sheet of T Ltd.
as on 1st April, 2017 after the amalgamation has been carried on the basis of amalgamation in the nature of
purchase.
llustration 16
The following are the Summary Balance Sheets of Fat Ltd. and Thin Ltd. as at 31st December, 2012.
Illustration 17
Following are the Summary Balance Sheets of Galaxy Ltd. and Gemini Ltd. as on 31st March 2017:
18. The following was the Summary Balance Sheet of DT Ltd. as on 31-3-2017.
Liabilities ` Assets `
2,500, 8% Cumulative Preference Goodwill 25,000
Shares of 100 each 2,50,000 Fixed Assets 12,85,000
12,000 Equity Shares of 100 each 12,00,000 Stock 3,03,000
9% Debentures 5,00,000 Debtors 2,50,000
Interest Accrued thereon 45,000 Banks Balance 7,000
Creditors 5,00,000 Share issue Expenses 25,000
Profit and Loss A/c 6,00,000
Total 24,95,000 Total 24,95,000
Note: Preference dividend was in arrears 40,000.
The following scheme of Reconstruction is duly sanctioned:
(1) A new company TD Ltd. is formed with 15,00,000 as Authorized share capital divided into 1,50,000
Equity Shares of 10 each.
(2) The company will acquire DT Ltd. on the following conditions:
(a) Old Companies Debentures will be paid by similar debentures in the new company. For the arrears of
interest, equivalent amount of equity shares will be issued.
(b) The creditors will be paid for every 100 of their claim, sixteen cash and ten equity shares in the new
company.
(c) Preference shareholders are paid ten equity shares in the new company for each shares held by
them in the old company. They will not be paid for their dividend arrears.
(d) Equity shareholders will be given ten equity shares in the new company for three shares held in the old
company.
(e) Expenses of 20,000 will be borne by the new company.
(3) The new company will take the current assets at their book value, except stock which will be reduced by
15,000. Intangible assets are not to appear in the new balance sheet, appropriate adjustment being made
in the values of fixed assets.
(4) 30500 equity shares in the new company are issued to the public and are fully paid. Your are required
to prepare:
(a) In the books of DT Ltd.
(1) Realisation Account. (2) DT Equity Shareholders A/c.
(b) In the books of TD Ltd..
(1) Journal Entries (2) Balance Sheet.
Notes to Accounts `
1. Share Capital
Issued, subscribed & fully paid Shares :
1,50,000 Equity Shares of 10 each, fully paid up ... ... ... ... ... 15,00,000
50,000, 12% Cumulative Preference Shares
of 10 each, fully paid up ... ... ... ... ... 5,00,000
Total ... ... ... ... ... 20,00,000
2. Reserves and Surplus
a. Preliminary Expenses ... ... ... ... ... (8,000)
b. Discount on Issue of Debentures ... ... ... ... ... (12,000)
c. Debit Balance of Statement of Profit and Loss ... ... ... ... ... (2,80,000)
Total ... ... ... ... ... (3,00,000)
3. Long-Term Borrowings
10% Debentures ... ... ... ... ... 3,00,000