Accounting for Amalgamations. For CA FINAL

Transcription

1 Accounting for Amalgamations For CA FINAL

2 What is Amalgamation? Amalgam To unite, to come together as one, to blend Amalgamation Dissolution of one or more business entities and transfer of business of dissolved entities to another entity

3 Why Amalgamation? To acquire cash resources Large Scale Operations Increase Shareholders Value Eliminate duplicate facilities, processes etc. Tax Savings Eliminate Competition

4 AS-14 Accounting for Amalgamations AS-14 defines Amalgamation Amalgamation means an amalgamation pursuant to the provisions of the Companies Act,1956 or any other statute which may be applicable to companies. Companies Act, 1956 Does not define amalgamation Courts- Amalgamation includes absorption also.

5 For Accounting Purposes Amalgamation Amalgamation in the Nature of Merger Amalgamation in the Nature of Purchase

6 Amalgamation in the Nature of Merger 1. All the assets and liabilities of the transferor company become after the amalgamation the assets and liabilities of the transferee company 2. Shareholders holding not less than 90% of the face value of the equity shares of the transferor company becomes the equity shareholders of the transferee company by virtue of the amalgamation For the purpose of computing 90% exclude the Shares already held prior to amalgamation by: a) Transferee company in the transferor company b) one or more subsidiaries of the transferee company in the transferor company c) Nominees of the transferee company in the transferor company.

7 Amalgamation in the Nature of Merger 3. The consideration for the amalgamation receivable by those equity shareholders of the transferor company who agree to become shareholders of the transferee company is discharged by the transferee company wholly by the issue of equity shares in the transferee company, except that the cash may be paid in respect of fractional shares. 4. The business of the transferor company is intended to be carried on, after the amalgamation, by the transferee company. 5. No adjustments is intended to be made to the book values 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 accounting policies.

8 Amalgamation in the nature of Purchase AS-14 An amalgamation should be considered to be an amalgamation in the nature of purchase, when any one or more of the conditions specified in paragraph 29 is not satisfied.

9 Transactions & Events in Amalgamation Determination of Purchase Consideration (PC) Accounting in the books of the transferor company Accounting in the books of the transferee company.

10 Determination of PC 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. PC = Shares + Other Securities + Cash or other assets

11 Computation of PC Computation Net Assets Method Aggregate of assets taken over at fair value XXXX Less: Liabilities taken over At an agreed amount XXXX XXXX Payments Method Aggregate of consideration paid to shareholders

12 In the books of Transferor Company (Transactions & Events) 1. Assets & Liabilities transferred 2. Settlement of assets & liabilities not taken over by transferee company. 3. Purchase consideration due 4. Purchase consideration received 5. Realisation expenses 6. Amount due to shareholders 7. Settlement of shareholders due

13 Accounting in the books of transferor company Assets & Liabilities transferred Realisation A/c Dr. (BV) To Assets A/c (BV) Liabilities A/c Dr. (BV) To Realisation A/c (BV)

14 Accounting in the books of Settlement of Assets & Liabilities not taken over Bank A/c Realisation A/c Liabilities A/c transferor company Dr. To Assets A/c Dr. (assuming Loss) Dr. To Bank A/c To Realisation A/c (Discount if any)

15 Accounting in the books of transferor company PC Due Transferee Company A/c Dr. To Realisation A/c PC Received Shares/Sec. in transferee co A/c Bank A/c To Transferee Co. A/c Dr. Dr.

16 Accounting in the books of transferor company Realisation Expenses Incurred by Incurred by Incurred by Transferor Co & Transferee Co. Transferor Co. Reimbursed by Transferee Co. No Entry Realisation A/c To Bank A/c Dr. 1. Transferee Co. A/c Dr. To Bank A/c 2. Bank A/c Dr. To Transferee A/c

17 Accounting in the books of transferor company Amount due to Shareholders Share Capital A/c Dr. Reserve & Surplus A/c Dr. To Shareholders A/c Settlement with the shareholders Shareholders A/c Dr. To Shares/ Securities in Transferee Co. A/c To Bank A/c

18 Accounting in the books of Transferee Co. Method of Accounting Amalgamation in the Nature of Merger Amalgamation in the Nature of Purchase Pooling of Interest Method Purchase Method

19 Amalgamation in the nature of Purchase Purchase Method: Incorporate Assets & Liabilities at their existing carrying amount or alternatively the consideration should be allocated to individual assets & liabilities on the basis of their fair value. The reserves other than statutory reserves should not be incorporated in the books of transferee company. If PC > Net Assets acquired, recognise excess as Goodwill & If PC< Net Assets then difference is recognised as Capital Reserve.

20 Amalgamation in the nature of Purchase Purchase Method Goodwill arising on the amalgamation should be amortised to income on the basis of its useful life. Amortisation period should not exceed five years unless longer period is justified. If Statutory Reserves are required to be maintained, they are maintained by passing the following entry: Amalgamation Adjustment A/c Dr. Statutory Reserves A/c.

21 Transaction/Events of Transferee Co. 1. PC Due 2. Incorporation of Assets & Liabilities 3. Discharge of PC 4. Realisation Expenses 5. Inter company Owings 6. Maintenance of Statutory Reserves

22 Accounting entries in the books of Transferee Co. 1. PC Due Business Purchase A/c Dr. To Liquidator of Transferor Co. 2. Incorporation of Assets & Liabilities Assets A/c Dr. Goodwill A/c Dr. (Bal fig.) To Liabilities A/c To Business Purchase A/c To Capital Reserve (Bal fig.)

23 Accounting entries in the books of Transferee Co. 3. Discharge of PC Liquidator of Transferor Co. A/c To Share Capital A/c To Securities Premium A/c To Bank A/c Dr.

24 Accounting entries in the books of Transferee Co. Realisation Expenses Incurred by Transferor Co. Incurred by Transferee Co. Incurred by Transferor Co & Reimbursed by Transferee Co. No Entry 1. Goodwill /Capital Reserve A/c Dr. To Bank A/c

25 Accounting entries in the books of Transferee Co. Inter Company Owings Eliminate the effect of transactions e.g. Creditors A/c Dr. To Debtors A/c Statutory Reserves Amalgamation Adjustment A/c Dr. To Statutory Reserves A/c

26 Solution to CD Ltd. Calculation of PC Particulars Creative Ltd. LG Ltd. Freehold prop Plant & Furnit Stocks Debtors Less: Creditors (16182) (18260) Less: Unrec. Liabi. (240) Net Assets

27 Solution to CD Ltd. Discharge of PC Creative Ltd. LG Ltd. Total PC Share Capital Issued (16000) (15000) Cash Recd by CD Ltd

28 Inter Company Holdings Inter Company Holdings Purchasing Co. Holding shares in Selling Co. Selling Co. Holding Shares in Purchasing Co. Cross Holdings

29 Purchasing Co. Holding shares in Selling Co. Impact on PC calculation: Total PC (Normal Calculation) Less: Share of Purchasing Co. in the total PC PC to Outsiders XXXX XXXX XXXX

30 Accounting Effect Accounting Effect On Selling Co. On Purchasing Co. Cancel the Capital held by Purchasing Co. (as no PC Recd for that Capital) Cancel the investment in Selling Co at book value in take over entry Equity Share Capital A/cDr. To Realisation A/c

31 Calculation of PC Solution to O Ltd. O Ltd. P Ltd. Fixed Assets Investments Current Assets (-) 12% Debentures Creditors Net Assets I V Per Share 60 15

32 Solution to O Ltd. Calculation of PC Total PC (15 x ) = Less: Share of O Ltd. = PC to Outsiders =

33 Selling Co. Holding in shares of Purchasing Co. Impact on PC Calculation 1. Calculate Total PC (Normal calculation) 2. Find out the break up of PC 3. Find out no. of shares already held by selling co. & then calculate net shares to be issued: Total shares as calculated in (2) XXX (-) Number of shares already held (XXX) Net Shares to be issued XXX

34 Accounting Impact Accounting Effect On Selling Co. 1. Liquidator holding shares in purchasing its cost. 2. Liquidator will receive shares in Purchasing Co as part of the IP of purchasing Co. 3. Revalue the old shares by taking effect to Realisation A/c. On Purchasing Co. No Special Entry

35 Cross Holding Impact on PC Net Asset Method Payment Method 1. Compute the Net Assets of Selling Co. 2. Determine the net assets pertaining to Outsiders 3. Determine the mode of discharge 4. Deduct the number of shares already held by Selling Co. 1. Determine the PC to Outsiders 2. Deduct the number of shares already held by Selling Co.

36 Solution to Medium Ltd. Calculation of PC Holding of Big Ltd. in Small Ltd /50000 x 100 = 20% Holding of Small Ltd. in Big Ltd. 5000/40000 x 100 = 12.5%

37 Solution to Medium Ltd. Big Ltd. Small Ltd. Goodwill Other Sundry Assets Investments 1/5 th of S 1/8 th of B (-) Creditors ( ) ( ) Net Assets B S

38 Solution to Medium Ltd /5 th of S = B I /8 th of B = S II /5 th ( /8 th of B) = B = B B= /.975= S=

39 Solution to Medium Ltd. Big Ltd. Small Ltd. Total Net Assets (-) Internal Invest (552565) (170500) Net PC

40 & All the Best! DINESH KADU. Cell: