16. On Amalgamation, Share issue
Expenses A/c appearing on the Asset
side of Balance sheet of the vendor
company is closed by
Answers
Is
Answer:
Accounting Standard (AS) 14
Accounting for Amalgamations
(This Accounting Standard includes paragraphs set in bold italic type
and plain type, which have equal authority. Paragraphs in bold italic type
indicate the main principles. This Accounting Standard should be read
in the context of the General Instructions contained in part A of the
Annexure to the Notification.)
Introduction
1. This standard deals with accounting for amalgamations and the
treatment of any resultant goodwill or reserves. This standard is directed
principally to companies although some of its requirements also apply to
financial statements of other enterprises.
2. This standard does not deal with cases of acquisitions which arise when
there is a purchase by one company (referred to as the acquiring company)
of the whole or part of the shares, or the whole or part of the assets, of
another company (referred to as the acquired company) in consideration for
payment in cash or by issue of shares or other securities in the acquiring
company or partly in one form and partly in the other. The distinguishing
feature of an acquisition is that the acquired company is not dissolved and its
separate entity continues to exist.
Definitions
3. The following terms are used in this standard with the meanings
specified:
(a) Amalgamation means an amalgamation pursuant to the
provisions of the Companies Act, 1956 or any other statute
which may be applicable to companies.
(b) Transferor company means the company which is amalgamated
into another company.(c) Transferee company means the company into which a
transferor company is amalgamated.
(d) Reserve means the portion of earnings, receipts or othersurplus
of an enterprise (whether capital or revenue) appropriated by
the management for a general or a specific purpose other than
a provision for depreciation or diminution in the value of assets
or for a known liability.
(e) Amalgamation in the nature of merger is an amalgamation
which satisfies all the following conditions.
(i) All the assets and liabilities of the transferor company
become, after amalgamation, the assets and liabilities of
the transferee company.
(ii) Shareholders holding not less than 90% of the face value
of the equity shares of the transferor company (other than
the equity shares already held therein, immediately before
the amalgamation, by the transferee company or its
subsidiaries or their nominees) become equity
shareholders of the transferee company by virtue of the
amalgamation.
(iii) The consideration for the amalgamation receivable by
those equity shareholders of the transferor company who
agree to become equity shareholders of the transferee
company is discharged by the transferee company wholly
by the issue of equity shares in the transferee company,
except that cash may be paid in respect of any fractional
shares.
(iv) The business of the transferor company is intended to be
carried on, after the amalgamation, by the transferee
company.
(v) No adjustment 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