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Statements
of Accounting Standards (AS 14)
Accounting for Amalgamations
The following is the text of Accounting Standard
(AS) 14, 'Accounting for Amalgamations', issued by the Council of the
Institute of Chartered Accountants of India.
This standard will come into effect in respect
of accounting periods commencing on or after 1.4.1995 and will be mandatory
in nature. The Guidance Note on Accounting Treatment of Reserves in Amalgamations
issued by the Institute in 1983 will stand withdrawn from the aforesaid
date.
Introduction
1. This statement deals with accounting for
amalgamations and the treatment of any resultant goodwill or reserves.
This statement is directed principally to companies although some of its
requirements also apply to financial statements of other enterprises.
2. This statement 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 statement
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 other surplus 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 of accounting policies.
(f) Amalgamation in the nature of purchase
is an amalgamation which does not satisfy any one or more of the conditions
specified in sub-paragraph (e) above.
(g) 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.
(h) Fair value is the amount for which
an asset could be exchanged between a knowledgeable, willing buyer and
a knowledgeable, willing seller in an arm's length transaction.
(i) Pooling of interests is a method
of accounting for amalgamations the object of which is to account for
the amalgamation as if the separate businesses of the amalgamating companies
were intended to be continued by the transferee company. Accordingly,
only minimal changes are made in aggregating the individual financial
statements of the amalgamating companies.
Explanation
Types of Amalgamations
4. Generally speaking, amalgamations fall
into two broad categories. In the first category are those amalgamations
where there is a genuine pooling not merely of the assets and liabilities
of the amalgamating companies but also of the shareholders' interests
and of the businesses of these companies. Such amalgamations are amalgamations
which are in the nature of 'merger' and the accounting treatment of such
amalgamations should ensure that the resultant figures of assets, liabilities,
capital and reserves more or less represent the sum of the relevant figures
of the amalgamating companies. In the second category are those amalgamations
which are in effect a mode by which one company acquires another company
and, as a consequence, the shareholders of the company which is acquired
normally do not continue to have a proportionate share in the equity of
the combined company, or the business of the company which is acquired
is not intended to be continued. Such amalgamations are amalgamations
in the nature of 'purchase'.
5. An amalgamation is classified as an 'amalgamation
in the nature of merger' when all the conditions listed in paragraph 3(e)
are satisfied. There are, however, differing views regarding the nature
of any further conditions that may apply. Some believe that, in addition
to an exchange of equity shares, it is necessary that the shareholders
of the transferor company obtain a substantial share in the transferee
company even to the extent that it should not be possible to identify
any one party as dominant therein. This belief is based in part on the
view that the exchange of control of one company for an insignificant
share in a larger company does not amount to a mutual sharing of risks
and benefits.
6. Others believe that the substance of an
amalgamation in the nature of merger is evidenced by meeting certain criteria
regarding the relationship of the parties, such as the former independence
of the amalgamating companies, the manner of their amalgamation, the absence
of planned transactions that would undermine the effect of the amalgamation,
and the continuing participation by the management of the transferor company
in the management of the transferee company after the amalgamation.
Methods of Accounting for Amalgamations
7. There are two main methods of accounting
for amalgamations:
(a) the pooling of interests method; and
(b) the purchase method.
8. The use of the pooling of interests method
is confined to circumstances which meet the criteria referred to in paragraph
3(e) for an amalgamation in the nature of merger.
9. The object of the purchase method is to
account for the amalgamation by applying the same principles as are applied
in the normal purchase of assets. This method is used in accounting for
amalgamations in the nature of purchase.
The Pooling of Interests Method
10. Under the pooling of interests method,
the assets, liabilities and reserves of the transferor company are recorded
by the transferee company at their existing carrying amounts (after making
the adjustments required in paragraph 11).
11. If, at the time of the amalgamation, the
transferor and the transferee companies have conflicting accounting policies,
a uniform set of accounting policies is adopted following the amalgamation.
The effects on the financial statements of any changes in accounting policies
are reported in accordance with Accounting Standard (AS) 5, 'Prior Period
and Extraordinary Items and Changes in Accounting Policies'.
The Purchase Method
12. Under the purchase method, the transferee
company accounts for the amalgamation either by incorporating the assets
and liabilities at their existing carrying amounts or by allocating the
consideration to individual identifiable assets and liabilities of the
transferor company on the basis of their fair values at the date of amalgamation.
The identifiable assets and liabilities may include assets and liabilities
not recorded in the financial statements of the transferor company.
13. Where assets and liabilities are restated
on the basis of their fair values, the determination of fair values may
be influenced by the intentions of the transferee company. For example,
the transferee company may have a specialised use for an asset, which
is not available to other potential buyers. The transferee company may
intend to effect changes in the activities of the transferor company which
necessitate the creation of specific provisions for the expected costs,
e.g. planned employee termination and plant relocation costs.
Consideration
14. The consideration for the amalgamation
may consist of securities, cash or other assets. In determining the value
of the consideration, an assessment is made of the fair value of its elements.
A variety of techniques is applied in arriving at fair value. For example,
when the consideration includes securities, the value fixed by the statutory
authorities may be taken to be the fair value. In case of other assets,
the fair value may be determined by reference to the market value of the
assets given up. Where the market value of the assets given up cannot
be reliably assessed, such assets may be valued at their respective net
book values.
15. Many amalgamations recognise that adjustments
may have to be made to the consideration in the light of one or more future
events. When the additional payment is probable and can reasonably be
estimated at the date of amalgamation, it is included in the calculation
of the consideration. In all other cases, the adjustment is recognised
as soon as the amount is determinable [see Accounting Standard (AS) 4,
Contingencies and Events Occurring after the Balance Sheet Date].
Treatment of Reserves on Amalgamation
16. If the amalgamation is an 'amalgamation
in the nature of merger', the identity of the reserves is preserved and
they appear in the financial statements of the transferee company in the
same form in which they appeared in the financial statements of the transferor
company. Thus, for example, the General Reserve of the transferor company
becomes the General Reserve of the transferee company, the Capital Reserve
of the transferor company becomes the Capital Reserve of the transferee
company and the Revaluation Reserve of the transferor company becomes
the Revaluation Reserve of the transferee company. As a result of preserving
the identity, reserves which are available for distribution as dividend
before the amalgamation would also be available for distribution as dividend
after the amalgamation. The difference between the amount recorded as
share capital issued (plus any additional consideration in the form of
cash or other assets) and the amount of share capital of the transferor
company is adjusted in reserves in the financial statements of the transferee
company.
17. If the amalgamation is an 'amalgamation
in the nature of purchase', the identity of the reserves, other than the
statutory reserves dealt with in paragraph 18, is not preserved. The amount
of the consideration is deducted from the value of the net assets of the
transferor company acquired by the transferee company. If the result of
the computation is negative, the difference is debited to goodwill arising
on amalgamation and dealt with in the manner stated in paragraphs 19-20.
If the result of the computation is positive, the difference is credited
to Capital Reserve.
18. Certain reserves may have been created
by the transferor company pursuant to the requirements of, or to avail
of the benefits under, the Income-tax Act, 1961; for example, Development
Allowance Reserve, or Investment Allowance Reserve. The Act requires that
the identity of the reserves should be preserved for a specified period.
Likewise, certain other reserves may have been created in the financial
statements of the transferor company in terms of the requirements of other
statutes. Though, normally, in an amalgamation in the nature of purchase,
the identity of reserves is not preserved, an exception is made in respect
of reserves of the aforesaid nature (referred to hereinafter as 'statutory
reserves') and such reserves retain their identity in the financial statements
of the transferee company in the same form in which they appeared in the
financial statements of the transferor company, so long as their identity
is required to be maintained to comply with the relevant statute. This
exception is made only in those amalgamations where the requirements of
the relevant statute for recording the statutory reserves in the books
of the transferee company are complied with. In such cases the statutory
reserves are recorded in the financial statements of the transferee company
by a corresponding debit to a suitable account head (e.g., 'Amalgamation
Adjustment Account') which is disclosed as a part of 'miscellaneous expenditure'
or other similar category in the balance sheet. When the identify of the
statutory reserves is no longer required to be maintained, both the reserves
and the aforesaid account are reversed.
Treatment of Goodwill Arising on Amalgamation
19. Goodwill arising on amalgamation represents
a payment made in anticipation of future income and it is appropriate
to treat it as an asset to be amortised to income on a systematic basis
over its useful life. Due to the nature of goodwill, it is frequently
difficult to estimate its useful life with reasonable certainty. Such
estimation is, therefore, made on a prudent basis. Accordingly, it is
considered appropriate to amortise goodwill over a period not exceeding
five years unless a somewhat longer period can be justified.
20. Factors which may be considered in estimating
the useful life of goodwill arising on amalgamation include:
- the foreseeable life of the business or industry;
- the effects of product obsolescence, changes in
demand and other economic factors;
- the service life expectancies of key individuals
or groups of employees;
- expected actions by competitors or potential competitors;
and
- legal, regulatory or contractual provisions affecting
the useful life.
Balance of Profit and Loss Account
21. In the case of an 'amalgamation in the
nature of merger', the balance of the Profit and Loss Account appearing
in the financial statements of the transferor company is aggregated with
the corresponding balance appearing in the financial statements of the
transferee company. Alternatively, it is transferred to the General Reserve,
if any.
22. In the case of an 'amalgamation in the
nature of purchase', the balance of the Profit and Loss Account appearing
in the financial statements of the transferor company, whether debit or
credit, loses its identity.
Treatment of Reserves Specified in A Scheme of Amalgamation
23. The scheme of amalgamation sanctioned
under the provisions of the Companies Act, 1956 or any other statute may
prescribe the treatment to be given to the reserves of the transferor
company after its amalgamation. Where the treatment is so prescribed,
the same is followed.
Disclosure
24. For all amalgamations, the following disclosures
are considered appropriate in the first financial statements following
the amalgamation:
(a) names and general nature of business of
the amalgamating companies;
(b) effective date of amalgamation for accounting
purposes;
(c) the method of accounting used to reflect
the amalgamation; and
(d) particulars of the scheme sanctioned under
a statute.
25. For amalgamations accounted for under
the pooling of interests method, the following additional disclosures
are considered appropriate in the first financial statements following
the amalgamation:
(a) description and number of shares issued,
together with the percentage of each company's equity shares exchanged
to effect the amalgamation;
(b) the amount of any difference between the
consideration and the value of net identifiable assets acquired, and the
treatment thereof.
26. For amalgamations accounted for under
the purchase method, the following additional disclosures are considered
appropriate in the first financial statements following the amalgamation:
(a) consideration for the amalgamation and
a description of the consideration paid or contingently payable; and
(b) the amount of any difference between the
consideration and the value of net identifiable assets acquired, and the
treatment thereof including the period of amortisation of any goodwill
arising on amalgamation.
Amalgamation after the Balance Sheet Date
27. When an amalgamation is effected after
the balance sheet date but before the issuance of the financial statements
of either party to the amalgamation, disclosure is made in accordance
with AS 4, 'Contingencies and Events Occurring after the Balance Sheet
Date', but the amalgamation is not incorporated in the financial statements.
In certain circumstances, the amalgamation may also provide additional
information affecting the financial statements themselves, for instance,
by allowing the going concern assumption to be maintained.
Accounting Standard
(The Accounting Standard comprises paragraphs
28–46 of this Statement. The Standard should be read in the context of
paragraphs 1–27 of this Statement and of the 'Preface to the Statements
of Accounting Standards'.)
28. An amalgamation may be either –
(a) an amalgamation in the nature of merger,
or
(b) an amalgamation in the nature of purchase.
29. An amalgamation should be considered
to be an amalgamation in the nature of merger when all the following conditions
are satisfied:
(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 of accounting policies.
30. 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.
31. When an amalgamation is considered
to be an amalgamation in the nature of merger, it should be accounted
for under the pooling of interests method described in paragraphs 33–35.
32. When an amalgamation is considered
to be an amalgamation in the nature of purchase, it should be accounted
for under the purchase method described in paragraphs 36–39.
The Pooling of Interests Method
33. In preparing the transferee company's
financial statements, the assets, liabilities and reserves (whether capital
or revenue or arising on revaluation) of the transferor company should
be recorded at their existing carrying amounts and in the same form as
at the date of the amalgamation. The balance of the Profit and Loss Account
of the transferor company should be aggregated with the corresponding
balance of the transferee company or transferred to the General Reserve,
if any.
34. If, at the time of the amalgamation,
the transferor and the transferee companies have conflicting accounting
policies, a uniform set of accounting policies should be adopted following
the amalgamation. The effects on the financial statements of any changes
in accounting policies should be reported in accordance with Accounting
Standard (AS) 5 'Prior Period and Extraordinary Items and Changes in Accounting
Policies'.
35. The difference between the amount recorded
as share capital issued (plus any additional consideration in the form
of cash or other assets) and the amount of share capital of the transferor
company should be adjusted in reserves.
The Purchase Method
36. In preparing the transferee company's
financial statements, the assets and liabilities of the transferor company
should be incorporated at their existing carrying amounts or, alternatively,
the consideration should be allocated to individual identifiable assets
and liabilities on the basis of their fair values at the date of amalgamation.
The reserves (whether capital or revenue or arising on revaluation) of
the transferor company, other than the statutory reserves, should not
be included in the financial statements of the transferee company except
as stated in paragraph 39.
37. Any excess of the amount of the consideration
over the value of the net assets of the transferor company acquired by
the transferee company should be recognised in the transferee company's
financial statements as goodwill arising on amalgamation. If the amount
of the consideration is lower than the value of the net assets acquired,
the difference should be treated as Capital Reserve.
38. The goodwill arising on amalgamation
should be amortised to income on a systematic basis over its useful life.
The amortisation period should not exceed five years unless a somewhat
longer period can be justified.
39. Where the requirements of the relevant
statute for recording the statutory reserves in the books of the transferee
company are complied with, statutory reserves of the transferor company
should be recorded in the financial statements of the transferee company.
The corresponding debit should be given to a suitable account head (e.g.,
'Amalgamation Adjustment Account') which should be disclosed as a part
of 'miscellaneous expenditure' or other similar category in the balance
sheet. When the identity of the statutory reserves is no longer required
to be maintained, both the reserves and the aforesaid account should be
reversed.
Common Procedures
40. The consideration for the amalgamation
should include any non-cash element at fair value. In case of issue of
securities, the value fixed by the statutory authorities may be taken
to be the fair value. In case of other assets, the fair value may be determined
by reference to the market value of the assets given up. Where the market
value of the assets given up cannot be reliably assessed, such assets
may be valued at their respective net book values.
41. Where the scheme of amalgamation provides
for an adjustment to the consideration contingent on one or more future
events, the amount of the additional payment should be included in the
consideration if payment is probable and a reasonable estimate of the
amount can be made. In all other cases, the adjustment should be recognised
as soon as the amount is determinable [see Accounting Standard (AS) 4,
Contingencies and Events Occurring after the Balance Sheet Date].
Treatment of Reserves Specified in A Scheme of Amalgamation
42. Where the scheme of amalgamation sanctioned
under a statute prescribes the treatment to be given to the reserves of
the transferor company after amalgamation, the same should be followed.
Disclosure
43. For all amalgamations, the following
disclosures should be made in the first financial statements following
the amalgamation:
(a) names and general nature of business
of the amalgamating companies;
(b) effective date of amalgamation for
accounting purposes;
(c) the method of accounting used to reflect
the amalgamation; and
(d) particulars of the scheme sanctioned
under a statute.
44. For amalgamations accounted for under
the pooling of interests method, the following additional disclosures
should be made in the first financial statements following the amalgamation:
(a) description and number of shares issued,
together with the percentage of each company's equity shares exchanged
to effect the amalgamation;
(b) the amount of any difference between
the consideration and the value of net identifiable assets acquired, and
the treatment thereof.
45. For amalgamations accounted for under
the purchase method, the following additional disclosures should be made
in the first financial statements following the amalgamation:
(a) consideration for the amalgamation
and a description of the consideration paid or contingently payable; and
(b) the amount of any difference between
the consideration and the value of net identifiable assets acquired, and
the treatment thereof including the period of amortisation of any goodwill
arising on amalgamation.
Amalgamation after the Balance Sheet Date
46. When an amalgamation is effected after
the balance sheet date but before the issuance of the financial statements
of either party to the amalgamation, disclosure should be made in accordance
with AS 4, 'Contingencies and Events Occurring after the Balance Sheet
Date', but the amalgamation should not be incorporated in the financial
statements. In certain circumstances, the amalgamation may also provide
additional information affecting the financial statements themselves,
for instance, by allowing the going concern assumption to be maintained.
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