X Ltd. and Y Ltd. had been carrying on business independently. They agreed to amalgamate and form a new company XY Ltd. with an authorized share…

CA Intermediate · Advanced Accounting · MTP · September 2025
X Ltd. and Y Ltd. had been carrying on business independently. They agreed to amalgamate and form a new company XY Ltd. with an authorized share capital of 40,00,000 divided into 8,00,000 equity shares of 5 each. On 31 st March, 2025 the respective information of X Ltd. and Y Ltd. were as follows: X Ltd. (₹) Y Ltd. (₹) Share Capital 34,25,000 36,10,000 Trade Payable 59,70,000 18,02,500 Property, Plant and Equipment 58,25,000 37,40,000 Current Assets 31,45,000 15,99,500 Additional Information: The following revalued figures of non-current and current assets are: X Ltd. Y Ltd. Property, Plant and Equipment 71,00,000 39,00,000 Current Assets 29,95,000 15,77,500 The debtors and creditors include 1,37,250 owed by X Ltd. to Y Ltd. The purchase consideration is satisfied by issue of the following shares and debentures. 6,20,000 equity shares of XY Ltd. to X Ltd. and Y Ltd. in the proportion to the profitability of their respective business based on the average net profit during the last four years which were as follows: X Ltd. Y Ltd. 2022 Profit 42,50,000 26,50,000 2023 Profit 44,45,760 27,60,000 2024 (Loss) / Profit (75,000) 34,00,000 2025 Profit 37,79,240 35,90,000 7.5% debenture in XY Ltd. at par to provide an income equivalent to 4% return business as on capital employed in their respective business as on 31 st March, 2025 after revaluation of assets. You are required to: Compute the amount of debenture and shares to be issued to 'X' Ltd. and 'Y' Ltd.A Balance Sheet of XY Ltd. showing the position immediately after amalgamation.

Suggested Answer and Working Notes:

(a) 1. Computation of amount of Debentures and Shares to be issued: (i) Average Net Profit X Ltd. Y Ltd. ₹ (42,50,000+44,45,760-75,000+37,79,240)/4 31,00,000 ₹ (26,50,000+27,60,000+34,00,000+35,90,000)/4 31,00,000 (ii) Equity Shares Issued (a) Ratio of distribution X Ltd. Y Ltd. 1 1 (b) Number of shares X Ltd. Y Ltd. 3,10,000 3,10,000 6,20,000 (c) Amount of shares 3,10,000 shares of 5each = 15,50,000 3,10,000 shares of 5each = 15,50,000 (iii) Capital Employed (after revaluation of assets) X Ltd. (₹) Y Ltd. (₹) Property, plant and equipment 71,00,000 39,00,000 Current Assets 29,95,000 15,77,500 1,00,95,000 54,77,500 Less: Current Liabilities (59,70,000) (18,02,500) 41,25,000 36,75,000 (iv) Debentures Issued X Ltd. (₹) Y Ltd. (₹) 4% Return on capital employed 1,65,000 1,47,000 7.5% Debentures to be issued to provide equivalent income: 1,65,000 × 100/7.5 1,47,000 × 100/7.5 22,00,000 19,60,000 2. Balance Sheet of XY Ltd. As at 31 st March 2025 (after amalgamation) Particulars Note No ₹ I. Equity and Liabilities (1) Shareholders' Funds (a) Share Capital 1 31,00,000 (b) Reserves and Surplus 2 5,40,000 (2) Non-Current Liabilities (a) Long-term borrowings 3 41,60,000 (3) Current Liabilities (a) Trade Payables 4 76,35,250 Total 1,54,35,250 II. Assets (1) Non-current assets (a) PPE 5 1,10,00,000 (2) Current assets (a) Other current assets 6 44,35,250 Total 1,54,35,250 Notes to Accounts ₹ 1. Share Capital Authorized 8,00,000 Equity Shares of 5each 40,00,000 Issued and Subscribed 6,20,000 Equity Shares of 5each 31,00,000 (all the above shares are allotted as fully paid-up pursuant to a contract without payment being received in cash) 2. Reserve and Surplus Capital Reserve 5,40,000 3. Long-term borrowings Secured Loans 7.5% Debentures X Ltd. 22,00,000 Y Ltd. 19,60,000 41,60,000 Working Notes: X Ltd. Y Ltd. Total Particulars Particulars ₹ (1) Purchase Consideration Equity Shares Issued 15,50,000 15,50,000 31,00,000 7.5% Debentures Issued 22,00,000 19,60,000 41,60,000 37,50,000 35,10,000 72,60,000 (2) Capital Reserve (a) Net Assets taken over Property, plant & equipment 71,00,000 39,00,000 1,10,00,000 Current Assets 29,95,000 14,40,250* 44,35,250 1,00,95,000 53,40,250 1,54,35,250 Less: Current Liabilities (58,32,750**) (18,02,500) (76,35,250) 42,62,250 35,37,750 78,00,000 (b) Purchase Consideration 37,50,000 35,10,000 72,60,000 (c) Capital Reserve [(a) - (b)] 5,12,250 27,750 5,40,000 * 15,77,500-1,37,250 = 14,40,250 ** 59,70,000-1,37,250 = 58,32,750

Topics: Amalgamation of Companies

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