Amalgamation and absorption

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Amalgamation and absorption

  1. 1. Amalgamation and Absorption Amalgamation means combination of two or more companies where two or more companies are combined to form a third new company or an existing company is absorbed by another company. Conditions for amalgamation in the nature of merger 1. All Assets and Liabilities of the Transferor company become Assets and Liabilities of Transferee company 2. Assets and Liabilities must be recorded at book (existing) values except to ensure uniformity of accounting policies. 3. Shareholders holding not less than 90% of the face value of equity shares of Transferor Company become equity share holders of Transferee company 4. Purchase Consideration to equity share holders must be paid only in the form of equity shares, except that cash may be paid for fractional shares 5. Business of Transferor Company must be continued by Transferee Company Conditions for amalgamation in the nature of purchase Where any of the above conditions are not satisfied, it can be said to be an Amalgamation in the nature of purchase Differences between external and internal reconstruction 1. Internal reconstruction  Involves only one company  No new company is formed  Changes are made to assets and liabilities of existing company without liquidating it 2. External reconstruction  Involves atleast 2 companies  A company takes over assets and liabilities of another company  The old company may be liquidated 1. A Ltd wishes to take over B Ltd which has 7,500 shares of Rs 100 each and issues the following to B Ltd:  10,000 equity shares of Rs 10 each at par  Rs 50 per share of B Ltd  1,000 debentures of Rs 10 each  5,000 8% preference shares of Rs 10 each (market value Rs 55)
  2. 2. 2. A Ltd wishes to take over B Ltd which has 2,000 shares of Rs 100 each and issues the following to the shareholders B Ltd:  10,000 equity shares of Rs 10 each at par at a price of Rs 15 per share  5,000 8% preference shares of Rs 10 each at 10% premium  Balance in cash The Total Assets of B Ltd is Rs 20,00,000 and outside liabilities is Rs 17,00,000.

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