Amalgamation
Amalgamation
14
INTERNAL
RECONSTRUCTION
LEARNING OUTCOMES
After studying this chapter, you will be able to:
Understand the meaning of term “reconstruction” and the types of
reconstruction.
Understand the concept of Sub-division and consolidation of shares,
conversion of shares into stock and vice versa
Understand the meaning of Capital reduction account and rules
regarding the presentation of accounts post reconstruction in
accordance with the provisions of the Companies Act 2013.
CHAPTER OVERVIEW
Types of Reconstruction
Sub-division and
Conversion of share into
Consolidation of
stock or vice-versa
Shares
1. MEANING OF RECONSTRUCTION
When a company has been making losses for several years, the financial position
does not present a true and fair view of the state of the affairs of the company. In
such a company the assets are generally overvalued, as the balance sheet consists
of fictitious assets, unrepresented intangible assets and debit balance in the profit
and loss account (showing the carry forward of losses). Such a situation always
leads the company to show a higher net worth and not depicting a true picture of
financial statements. In short, the company is over capitalized. Such a situation
brings the need for reconstruction/reorganization of the affairs.
(c) Conversion of all or any of the shares into stock or vice versa;
(d) Cancellation of shares which have not been taken or agreed to be taken by any
person.
The existing share capital can be sub-divided or consolidated into the shares into those
of a smaller or higher denomination than that fixed by the Memorandum of
Association, so long as the proportion between the paid up and unpaid amount, if any,
on the shares continues to be the same as it was in the case of the original shares.
For example, a company with a capital of ` 10,00,000 divided into 10,000 equity
shares of ` 100 each on which ` 75 is paid up decides to reorganize its capital by
splitting one equity share of ` 100 each into 10 such shares of ` 10 each. The
consequential entry to be passed in such a case would be—
Dr. Cr.
` `
Equity Share Capital (` 100) A/c Dr. 7,50,000
To Equity Share Capital (` 10) A/c 7,50,000
Solution
Journal Entries
20X2 ` `
June Equity Share Capital (` 10) A/c Dr. 1,60,000
To Equity Share Capital (` 5) A/c 1,60,000
(Being the sub-division of 20,000 shares
of ` 10 each with ` 8 paid up into 40,000
shares ` 5 each with ` 4 paid up by
resolution in general meeting dated....)
20X3 Equity Share Capital (` 5) A/c Dr. 1,60,000
June To Equity Share Capital (` 100) A/c 1,60,000
(Being consolidation of 40,000 shares of
` 5 with ` 4 paid up into 2,000 ` 100
shares with ` 80 paid up)
Note: Some accountants prefer not to make any entry as the amount remains
same. Even when an entry is passed it applies only to the called-up portion, and
not to uncalled or unissued portion of share capital.
Conversion of Fully Paid Shares into Stock and Stock into Shares
According to section 61 of Companies Act, 2013, a company can convert its fully
paid shares into stock and reconversion of stock into shares. If authorized by its
Articles, a company may, in a general meeting by passing an ordinary resolution,
A company can convert its fully paid shares into stock. Upon the company
converting its shares into stock, the book-keeping entries merely record the
transfer from share capital account to stock account. A separate Stock Register is
started in which details of members’ holdings are entered and the annual return is
modified accordingly.
Illustration 2
C Ltd. had ` 5,00,000 authorized capital on 31-12-20X1 divided into shares of ` 100
each out of which 4,000 shares were issued and fully paid up. In June 20X2 the
Company decided to convert the issued shares into stock. But in June, 20X3 the
Company re-converted the stock into shares of ` 10 each, fully paid up.
Pass entries and show how Share Capital will appear in Notes to Balance Sheet as
on 31-12-20X1, 31-12-20X2 and 31-12-20X3.
Solution
Journal Entries
` `
20X2
June Equity Share Capital A/c Dr. 4,00,000
To Equity Stock A/c 4,00,000
(Being conversion of 4,000 fully paid Equity
Shares of ` 100 into ` 4,00,000 Equity Stock
as per resolution in general meeting
dated…)
`
As on 31-12-20X1
Share Capital
Authorized
5,000 Equity Shares of ` 100 each 5,00,000
Issued and Subscribed
4,000 Equity Shares of ` 100 each fully called up 4,00,000
As on 31-12-20X2 `
Share Capital
Authorized
5,000 Equity Shares of ` 100 each 5,00,000
Issued and Subscribed
Equity Stock- 4,000 Equity Shares of ` 100 converted into Stock 4,00,000
As on 31-12-20X3 `
Share Capital
Authorized
50,000 Equity Shares of ` 10 each 5,00,000
Issued and Subscribed
40,000 Equity Shares of ` 10 each fully called up 4,00,000
Section 48 of the Companies Act, 2013 provides that when a company has issued
different classes of shares with different rights or privileges attached to such
shares e.g. rights as to dividend, voting rights etc., any of such right may be
changed in any manner. The provisions will be applicable as per the Companies
Act 2013 , the accounting treatment is discussed in detail here.
For example, the company may change rate of (a) dividend on preference shares
or (b) convert cumulative preference shares into non-cumulative preference
shares without changing the amount of share capital by passing the following
journal entries:
(a) Debit (Old)% Cum. Pref. Share Capital Account
Credit (New)% Cum. Pref. Share Capital Account
(b) Debit …% Cum. Pref. Share Capital Account
Credit …% Non-cum. Pref. Share Capital Account
(b) Paying off any paid-up share capital which is in excess of its requirements;
(c) Cancelling any paid-up share capital which is lost or is unrepresented by
available assets.
(b) When excess paid up capital is paid off: When its not possible for the
company to employ profitably its paid up capital, then in such case it may
decide to refund the excess capital to its shareholders. For example, a
company having fully paid-up share of ` 10 each, decides to pay-off ` 2 per
share to make it of ` 8 fully paid-up, entries in that case would be
Share Capital Account ( ` 10) Dr. (` 10 X No. of Shares)
To Share Capital Account ( ` 8) (` 8 X No. of Shares)
To Sundry Shareholders Account (` 2 X No. of Shares)
Sundry Shareholders Account Dr. (` 2 X No. of Shares)
To Bank Account (` 2 X No. of Shares)
(c) When the paid up capital which is lost or not represented is cancelled:
Reduction in paid up value only- Here the nominal value of the share remains
the same and only the paid value is reduced. For example, the shareholders
may agree to reduce the paid capital of ` 100 per share to paid value of ` 10
per share. The sacrifice is ` 90 and the entry will be
Share Capital Account Dr. (` 90 X No. of Shares)
To Capital Reduction Account (` 90 X No. of Shares)
Thus in such treatment we debit the original Share Capital Account so as to close
it, credit new Share Capital Account with the amount treated as paid up; and
credit Capital Reduction Account with the difference.
2.4 Compromise/Arrangements
A scheme of compromise and arrangement is an agreement between a company
and its members and outside liabilities when the company faces financial
problems. Such an arrangement therefore also involves sacrifices by shareholders,
or creditors or debenture holders or by all of them.
a) When equity shareholders give up their right over the reserves and
accumulated profits of the company:
To Reconstruction Account
Provision Account (if any) Dr. (made by creditors, debenture holders etc.)
To Reconstruction Account
4. Eliminate debit balance of profit and loss account and all over-valuation of
assets by crediting the accounts concerned and debiting the Capital
Reduction (or Reconstruction) Account. For this purpose, any reserve
appearing in the books of the company may be used. If any balance is left in
the Capital Reduction (or Reconstruction) Account, it should be transferred
to the Capital Reserve Account.
(b) In case of fixed assets, the amount written off under the scheme of
reconstruction must be shown for five years.
Illustration 3
The Balance Sheet of A & Co. Ltd. as at 31-3-20X2 is as follows:
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 11,50,000
B Reserves and Surplus 2 (5,35,000)
2 Non-current liabilities
A Long-term borrowings 3 3,75,000
3 Current liabilities
A Trade Payables 3,00,000
B Short term borrowings - Bank Overdraft 1,95,000
C Other current liabilities 4 1,22,500
Total 16,07,500
Assets
1 Non-current assets
A Property, plant and equipment 5 4,75,000
B Intangible assets 6 1,67,500
C Non-current investments 7 55,000
Notes to accounts
`
1 Share Capital
Equity share capital:
75,000 Equity Shares of ` 10 each 7,50,000
Preference share capital:
4,000 6% Cumulative Preference Shares of ` 100 each 4,00,000
11,50,000
2 Reserves and Surplus
Debit balance of Profit and loss Account (5,35,000)
(5,35,000)
3 Long-term borrowings
Secured
6% Debentures (secured on the freehold property) 3,75,000
3,75,000
4 Other current liabilities
Loan from directors 1,00,000
Interest payable on 6% debentures 22,500
1,22,500
5 Property plant and Equipment
Freehold property 4,25,000
Plant 50,000
4,75,000
(i) The Preference shares to be written down to ` 75 each and Equity Shares to
` 2 each.
(ii) Of the Preference Share dividends which are in arrears for four years, three
fourths to be waived and Equity Shares of ` 2 each to be allotted for the
remaining quarter.
You are requested to show Journal entries reflecting the above transactions
(including cash transactions) and prepare the Balance Sheet of the company after
completion of the Scheme.
Solution
Journal of A & Co. Ltd.
Dr. Cr.
` `
20X2 Equity Share Capital A/c (` 10) Dr. 7,50,000
April 1 To Capital Reduction A/c 6,00,000
To Equity Share Capital A/c (` 2) 1,50,000
(Reduction of equity shares of ` 10 each to
shares of ` 2 each as per Reconstruction
Scheme dated...)
” 6% Cum. Preference Share Capital A/c Dr. 4,00,000
(` 100)
To Capital Reduction A/c 1,00,000
To Pref. Share Capital A/c (` 75) 3,00,000
(Reduction of preference shares of ` 100
each to shares of ` 75 each as per
reconstruction scheme)
” Capital Reduction Account Dr. 24,000
To Equity Share Capital Account 24,000
(Arrears of preference dividends satisfied by
the issue of equity shares, 25% of the amount
due, ` 96,000)
Balance Sheet of A & Co. Ltd. (And Reduced) as at 1st April, 20X2
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 5,64,000
2 Non-current liabilities
A Long-term borrowings 2 3,85,000
Notes to accounts
1 Share Capital
Equity share capital
1,32,000 Equity shares of ` 2 each (of the above 2,64,000
57,000 shares have been issued for consideration
other than cash)
Preference share capital
4,000 6% Preference shares of ` 75 each 3,00,000
Total 5,64,000
2 Long-term borrowings
Secured
6% Debentures 2,55,000
8% Debentures 1,30,000
Total 3,85,000
Illustration 4
Given below is the Balance sheet of Rebuilt Ltd. as at 31.3.20X1:
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 13,50,000
B Reserves and Surplus 2 (4,51,000)
2 Non-current liabilities
A Long-term borrowings (Loan) 3 5,73,000
2 Current assets
A Inventories 4,00,000
B Trade receivables 3,28,000
Total 17,14,000
Notes to accounts
`
1 Share Capital
Equity share capital 7,50,000
15,000 Equity Shares of ` 50 each
Preference share capital
12,000, 7% Cumulative Preference Shares of ` 50 each
(Preference dividend is in arrears for five years) 6,00,000
Total 13,50,000
2 Reserves and Surplus
Debit balance of Profit and loss Account (4,51,000)
(4,51,000)
3 Long-term borrowings
Loan 5,73,000
5,73,000
The Company is not earning profits, short of working capital and a scheme of
reconstruction has been approved by both the classes of shareholders. A summary
of the scheme is as follows:
(a) The equity shareholders have agreed that their ` 50 shares should be reduced
to ` 2.50 by cancellation of ` 47.50 per share. They have also agreed to
subscribe for three new equity shares of ` 2.50 each for each equity share
held.
(b) The preference shareholders have agreed to cancel the arrears of dividends
and to accept for each ` 50 share, 4 new 5% preference shares of ` 10 each,
plus 6 new equity shares of ` 2.50 each, all credited as fully paid.
(c) Lenders to the company for ` 1,50,000 have agreed to convert their loan into
share and for this purpose they will be allotted 12,000 new preference shares
of ` 10 each and 12,000 new equity shares of ` 2.50 each.
(d) The directors have agreed to subscribe in cash for 40,000, new equity shares
of ` 2.50 each in addition to any shares to be subscribed by them under (a)
above.
(e) Of the cash received by the issue of new shares, ` 2,00,000 is to be used to
reduce the loan due by the company.
(f) The equity share capital cancelled is to be applied:
i. to write off the debit balance in the profit and loss A/c; and
Solution
In the books of Rebuilt Ltd.
Journal Entries
Notes to accounts
`
1. Share Capital
Authorized capital:
65,000 Preference shares of ` 10 each 6,50,000
3,00,000 Equity shares of ` 2.50 each 7,50,000 14,00,000
Issued, subscribed and paid up:
1,80,000 equity shares of ` 2.5 each 4,60,000
60,000, 5% Preference shares of ` 10 each 6,00,000 10,60,000
2. Property plant and equipment
Building at cost less depreciation 4,00,000
Plant at cost less depreciation 2,33,000 6,33,000
3. Intangible assets
Trademarks and goodwill 1,51,500
4. Cash and cash equivalents
Bank (1,12,500+1,00,000-2,00,000) 12,500
`
Property, Plant and Equipment 2,50,00,000
Investments (Market-value ` 19,00,000) 20,00,000
Current Assets 2,00,00,000
P & L A/c (Dr. balance) 12,00,000
Share Capital: Equity Shares of ` 100 each 2,00,00,000
6%, Cumulative Preference Shares of ` 100 each 1,00,00,000
5% Debentures of ` 100 each 80,00,000
Creditors 1,00,00,000
Provision for taxation 2,00,000
The following scheme of Internal Reconstruction is sanctioned:
(i) All the existing equity shares are reduced to ` 40 each.
(ii) All preference shares are reduced to ` 60 each.
(iii) The rate of Interest on Debentures increased to 6%. The Debenture holders
surrender their existing debentures of ` 100 each and exchange the same for
fresh debentures of ` 70 each for every debenture held by them.
(iv) Property, Plant and Equipment is to be written down by 20%.
(v) Current assets are to be revalued at ` 90,00,000.
(vi) Investments are to be brought to their market value.
(vii) One of the creditors of the company to whom the company owes
` 40,00,000 decides to forgo 40% of his claim. The creditor is allotted with
60000 equity shares of ` 40 each in full and final settlement of his claim.
(viii) The taxation liability is to be settled at ` 3,00,000.
(ix) It is decided to write off the debit balance of Profit & Loss A/c.
Pass journal entries and show the Balance Sheet of the company after giving effect
to the above.
` `
(i) Equity share capital (` 100) A/c Dr. 2,00,00,000
To Equity Share Capital (` 40) A/c 80,00,000
To Capital Reduction A/c 1,20,00,000
(Being conversion of equity share capital of
` 100 each into `40 each as per reconstruction
scheme)
(ii) 6% Cumulative Preference Share capital 1,00,00,000
(` 100) A/c Dr.
To 6% Cumulative Preference Share Capital 60,00,000
(` 60)A/c
To Capital Reduction A/c 40,00,000
(Being conversion of 6% cumulative preference
shares capital of ` 100 each into
` 60 each as per reconstruction scheme)
(iii) 5% Debentures (` 100) A/c Dr. 80,00,000
To 6% Debentures (` 70) A/c 56,00,000
To Capital Reduction A/c 24,00,000
(Being 6% debentures of ` 70 each issued to
existing 5% debenture holders. The balance
transferred to capital reduction account as per
reconstruction scheme)
(iv) Sundry Creditors A/c Dr. 40,00,000
To Equity Share Capital (` 40) A/c 24,00,000
To Capital Reduction A/c 16,00,000
(Being a creditor of ` 40,00,000 agreed to
surrender his claim by 40% and was allotted
60,000 equity shares of ` 40 each in full
settlement of his dues as per reconstruction
scheme)
Particulars Notes `
Equity and Liabilities
1 Shareholders' funds
a Share capital 1 164,00,000
b Reserves and Surplus 2 26,00,000
2 Non-current liabilities
Long-term borrowings 3 56,00,000
3 Current liabilities
Trade Payables (1,00,00,000 less 40,00,000) 60,00,000
Total 3,06,00,000
Notes to accounts
`
1. Share Capital
Equity share capital
Issued, subscribed and paid up
2,60,000 equity shares of ` 40 each
(of the above 60,000 shares have been 1,04,00,000
issued for consideration other than cash)
Preference share capital
Issued, subscribed and paid up
1,00,000 6% Cumulative Preference shares of
60,00,000
` 60 each
Total 1,64,00,000
2. Reserves and Surplus
Capital Reserve 26,00,000
3. Long-term borrowings
Secured
6% Debentures 56,00,000
4. Property, Plant and Equipment
Carrying value 2,50,00,000
Adjustment under scheme of reconstruction (50,00,000) 2,00,00,000
5. Investments
20,00,000
Adjustment under scheme of reconstruction (1,00,000) 19,00,000
Working Note:
Capital Reduction Account
Illustration 6
Following is the Balance Sheet of ABC Ltd. as at 31 st March, 20X1:
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 26,00,000
B Reserves and Surplus 2 (4,05,000)
2 Non-current liabilities
A Long-term borrowings 3 12,00,000
3 Current liabilities
A Trade Payables 5,92,000
B Short term borrowings - Bank overdraft 1,50,000
Total 41,37,000
Notes to accounts:
`
1 Share Capital
Equity share capital:
2,00,000 Equity Shares of ` 10 each 20,00,000
6,000, 8% Preference shares of ` 100 each 6,00,000
26,00,000
2 Reserves and Surplus
Debit balance of Profit and loss A/c (4,05,000)
(4,05,000)
3 Long-term borrowings
9% debentures 12,00,000
12,00,000
4 Property, Plant and Equipment
Plant and machinery 9,00,000
Furniture and fixtures 2,50,000
11,50,000
(i) Preference shareholders would give up 30% of their capital in exchange for
allotment of 11% Debentures to them.
(ii) Debenture holders having charge on plant and machinery would accept plant
and machinery in full settlement of their dues.
(iii) Inventory equal to ` 5,00,000 in book value will be taken over by trade
payables in full settlement of their dues.
Solution
In the Books of ABC Ltd.
Journal Entries
Particulars ` `
8% Preference share capital A/c Dr. 6,00,000
To 11% Debentures A/c 4,20,000
To Capital reduction A/c 1,80,000
[Being 30% reduction in liability of preference share
capital and issue of 11% debentures]
` `
To Investments A/c 13,000 By Preference share capital A/c 1,80,000
To Profit and loss A/c 4,05,000 By 9% Debenture holders A/c 3,00,000
To Capital reserve A/c 1,54,000 By Trade payables A/c 92,000
5,72,000 5,72,000
Particulars Note No `
I. Equity and Liabilities
(1) Shareholder's Funds
(a) Share Capital 1 20,00,000
(b) Reserves and Surplus 2 1,54,000
(2) Non-Current Liabilities
(a) Long-term borrowings 3 7,20,000
Total 28,74,000
II. Assets
(1) Non-current assets
(a) Property, plant and equipment 4 2,50,000
(b) Intangible assets 5 70,000
(c) Non-current investments 6 55,000
(2) Current assets
(a) Inventories (` 14,00,000 – ` 5,00,000) 9,00,000
(b) Trade receivables 14,39,000
(c) Cash and cash equivalents
Cash at Bank (W. N.) 1,60,000
Total 28,74,000
Notes to Accounts
`
1. Share Capital
2,00,000 Equity shares of ` 10 each fully paid-up 20,00,000
2. Reserve and Surplus
Capital Reserve 1,54,000
Illustration 7
The Balance Sheet of Revise Limited as at 31st March, 20X1 was as follows :
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 10,00,000
B Reserves and surplus 2 (6,00,000)
2 Non-current liabilities
A Long-term borrowings 3 2,00,000
3 Current liabilities
A Trade Payables 72,000
B Other current liabilities 4 24,000
C Short term provisions 5 24,000
Total 7,20,000
Notes to accounts
`
1 Share Capital
Equity share capital
10,000 Equity Shares of ` 100 each 10,00,000
10,00,000
2 Reserves and Surplus
Debit balance of Profit and loss Account (6,00,000)
(6,00,000)
3 Long-term borrowings
12% debentures 2,00,000
2,00,000
4 Other current liabilities
Interest payable on debentures 24,000
24,000
5 Short term provisions
Provision for taxation 24,000
24,000
6 Property, Plant and Equipment
Machinery 1,00,000
1,00,000
Dr. Cr.
` `
Equity Share Capital (` 100) A/c Dr. 10,00,000
To Share Surrender A/c 5,00,000
To Equity Share Capital (` 10) A/c 5,00,000
(Subdivision of 10,000 equity shares of ` 100 each
into 1,00,000 equity shares of ` 10 each and
surrender of 50,000 of such subdivided shares as
per capital reduction scheme)
Notes to Accounts
`
1. Share Capital
Equity Share Capital
Issued Capital: 53,600 Equity Shares of ` 10 each 5,36,000
Preference Share Capital
Preference Shares 1,00,000
(Of the above shares all are allotted as fully paid up
pursuant to capital reduction scheme by conversion of
equity shares without payment being received in cash)
6,36,000
Illustration 8
Recover Ltd. decided to reorganize its capital structure owing to accumulated losses
and adverse market condition. The Balance Sheet of the company as on 31 st March
20X1 is as follows-
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 3,50,000
B Reserves and surplus 2 (70,000)
2 Non-current liabilities
A Long-term borrowings 3 50,000
3 Current liabilities
A Trade Payables 80,000
Short term Borrowings – Bank
B overdraft 90,000
Other Current Liabilities (Interest
C payable on Debentures) 5,000
5,05,000
1 Share Capital `
Equity share capital:
20,000 Equity Shares of ` 10 each 2,00,000
Preference share capital:
15,000 8% Cumulative Preference Shares of ` 10
each (preference dividend has been in arrears for 1,50,000
4 years)
3,50,000
2 Reserves and surplus
Profit and loss account (debit balance) (70,000)
(70,000)
3 Long-term borrowings
Secured
10% Debentures (secured on the freehold 50,000
property)
50,000
4 Property, Plant and Equipment
Freehold property 1,20,000
Leasehold property 85,000
Plant and machinery 1,30,000
3,35,000
50,000
6 Non-current investments
40,000
ii. One new equity share of ` 1 was issued for the arrears of preferred dividend
for past 4 years.
iii. The debenture holders took over the freehold property at an agreed figure of
` 75,000 and paid the balance to the company after deducting the amount
due to them.
iv. Plant and Machinery was written down to ` 1,00,000.
v. Non-trade Investments were sold for ` 32,000.
vi. Goodwill and obsolete stock (included in the value of inventories) of ` 10,000
were written off.
vii. A contingent liability of which no provision had been made was settled at
` 7,000 and of this amount, ` 6,300 was recovered from the insurance.
You are required (a) to show the Journal Entries, necessary to record the above
transactions in the company’s books and (b) to prepare the Balance Sheet, after
completion of the scheme.
1 Shareholders’ funds
2 Non-current liabilities
A Long-term borrowings -
3 Current liabilities
Total 3,06,300
Assets
1 Non-current assets
2 Current assets
A Inventories 20,000
Total 3,06,300
1,05,500
1,85,000
SUMMARY
1. Reconstruction is a process by which affairs of a company are reorganized
by revaluation of assets, reassessment of liabilities and by writing off the
losses already suffered and by reducing the paid up value of shares and/or
varying the rights attached to different classes of shares.
2. Reconstruction account is a new account opened to transfer the sacrifice
made by the shareholders for that part of capital which is represented by
lost assets.
3. Reconstruction account is utilized for writing-off fictitious assets, writing
down over-valued fixed assets, recording new liability etc.
(b) Controller.
(c) State government.
(d) Shareholders.
Write off the profit and loss A/c debit balance at ` 70,000 which had been
accumulated over the years. In case of any shortfall, the balance of the
General reserve of ` 1,50,000 can be utilized to write off the losses under
reconstruction scheme.
You are required to draw up the necessary Journal entries in the Books of Win
Limited for the above reconstruction. Suitable narrations to Journal entries
should form part of your answer.
10. Green Limited had decided to reconstruct the Balance Sheet since it has
accumulated huge losses. The following is the Balance Sheet of the Company as
at 31.3.20X1 before reconstruction:
`
1 Share Capital
65,00,000
2 Reserves and Surplus
Debit balance of Profit and loss Account (20,00,000)
Goodwill 20,00,000
20,00,000
Mr. X Mr. Y
` `
12% First Debentures 3,00,000 2,00,000
12% Second Debentures 7,00,000 3,00,000
Trade payables 2,00,000 1,00,000
12,00,000 6,00,000
Fully paid up ` 50 shares 3,00,000 2,00,000
Partly paid up shares (` 40 paid up) 5,00,000 5,00,000
(d) The amount thus rendered available by the scheme shall be utilised in
writing off of Goodwill, Profit and Loss A/c Loss and the balance to write
off the value of computers.
You are required to draw the Journal Entries to record the same and also
show the Balance Sheet of the reconstructed company.
11. The following is the Balance Sheet of Weak Ltd. as at 31.3.20X1:
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 1,50,00,000
B Reserves and Surplus 2 (6,00,000)
2 Non-current liabilities
A Long-term borrowings 3 40,00,000
3 Current liabilities
A Trade Payables 50,00,000
B Short term provisions 4 1,00,000
Total 2,35,00,000
Assets
1 Non-current assets
A Property, plant and equipment 1,25,00,000
B Non-current investment 5 10,00,000
2 Current assets 1,00,00,000
Total 2,35,00,000
Pass Journal entries and show the Balance sheet of the company after giving
effect to the above.
12. The following is the Balance Sheet of X Ltd. as at 31 st March, 20X1:
Particulars Notes `
Equity and Liabilities
1 Shareholders’ funds
A Share capital 1 36,00,000
B Reserves and Surplus 2 (14,40,000)
2 Non-current liabilities
A Long-term borrowings 3 6,00,000
3 Current liabilities
A Trade Payables 3,00,000
Short term borrowings - Bank 6,00,000
B overdraft
Total 36,60,000
Assets
1 Non-current assets
A Property, plant and equipment 4 30,00,000
B Intangible assets 5 90,000
Notes to accounts
`
1 Share capital
24,000 Equity Shares of ` 100 each 24,00,000
12,000, 10% Preference Shares of ` 100 12,00,000
each
Total 36,00,000
2 Reserves and Surplus
Debit balance of Profit and loss Account (14,40,000)
(14,40,000)
3 Long-term borrowings
10% debentures 6,00,000
6,00,000
4. Property, plant and Equipment
Land and Building 12,00,000
Plant and Machinery 18,00,000
30,00,000
5 Intangible assets
Goodwill 90,000
90,000
ANSWERS/HINTS
MCQs
Theoretical Questions
7. Methods of Internal reconstruction:
• Sub-division or consolidation of shares into smaller or higher
Denomination and Conversion of share into stock or vice-versa
• Variation of shareholders’ rights
• Reduction of share capital
• Compromise, arrangements etc.
• Surrender of Shares.
Dr. Cr.
` `
Reconstruction A/c Dr. 2,39,000
To Furniture and Fixtures A/c 55,000
To Plant and machinery A/c 89,000
To Investment A/c 95,000
(Writing off overvalued assets as per
Reconstruction Scheme dated.)
Freehold premises A/c Dr. 55,000
To Reconstruction A/c 55,000
(Being the increase in the premises credited
to reconstruction account as per
reconstruction scheme)
9% Debentures A/c Dr. 2,50,000
To Bank A/c 50,000
To Land and building A/c 72,000
To Reconstruction A/c 1,28,000
(Being the debenture holders claim settled
partly and foregone partly as per
reconstruction scheme)
Reconstruction A/c Dr. 70,000
To Profit and loss A/c 70,000
(Being the loss written off as per
reconstruction scheme)
General reserve A/c Dr. 1,26,000
To Reconstruction A/c 1,26,000
(Being the balance in general reserve utilized
to write off the losses as per reconstruction
scheme)
To X 12,00,000
(The total amount due to X, transferred to
his account)
Particulars Notes `
1 Shareholders' funds
2 Non-current liabilities
3 Current liabilities
Total 42,00,000
Total 42,00,000
Notes to accounts
`
1. Share Capital
Equity share capital
Issued, subscribed and paid up
Total 30,00,000
2. Long-term borrowings
Secured
14% First Debentures 10,00,000
Total 10,00,000
Building 10,00,000
Plant 10,00,000
Computers 10,00,000
Total 30,00,000
` `
(i) Equity share capital (` 100) A/c Dr. 1,00,00,000
To Equity Share Capital (` 40) A/c 40,00,000
To Capital Reduction A/c 60,00,000
(Being conversion of equity share
capital of ` 100 each into ` 40 each as
per reconstruction scheme)
(ii) 12% Cumulative Preference Share Dr. 50,00,000
capital (` 100) A/c Dr.
To 12% Cumulative Preference 30,00,000
Share Capital (` 60) A/c
To Capital Reduction A/c 20,00,000
(Being conversion of 12% cumulative
preference share capital of ` 100 each
into ` 60 each as per reconstruction
scheme)
(iii) 10% Debentures A/c Dr. 40,00,000
To 12% Debentures A/c 28,00,000
To Capital Reduction A/c 12,00,000
(Being 12% debentures issued to 10%
debenture-holders for 70% of their
claims. The balance transferred to
capital reduction account as per
reconstruction scheme)
` `
1. Share Capital
Equity share capital
Issued, subscribed and paid up
1,30,000 equity shares of ` 40 each 52,00,000
Preference share capital
Issued, subscribed and paid up
50,000 12% Cumulative Preference shares of ` 60
30,00,000
each
Total 82,00,000
Working Note:
Capital Reduction Account
` `
To Current Asset 50,000 By Equity share capital 60,00,000
To P & L A/c 6,00,000 By 12% Cumulative
To Property, plant preference share capital 20,00,000
To Capital Reserve
(bal. fig.) 50,000
1,00,00,000 1,00,00,000
Total 18,60,000
Total 28,20,000