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Financial Reporting and Ethics - The Institute of Chartered ...

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3AMALGAMATION, ABSORPTION ANDRECONSTRUCTION3.0 LEARNING OBJECTIVESAfter studying this chapter, it is expected that readers will underst<strong>and</strong>:! <strong>The</strong> meaning <strong>of</strong> business combination;! <strong>The</strong> reason(s) why businesses combine;! <strong>The</strong> major types <strong>of</strong> business combinations;! Accounting entries for business combinations;! When a company will embark on capital reduction scheme;! <strong>The</strong> principles <strong>of</strong> implementing an already formulated capital reduction scheme;! <strong>The</strong> differences between capital reduction <strong>and</strong> capital reconstruction scheme;! Distinction between internal <strong>and</strong> external reconstruction schemes; <strong>and</strong>! <strong>The</strong> formulation <strong>of</strong> an acceptable capital reduction scheme.3.1 INTRODUCTION<strong>The</strong> term “business combination” is used to describe an arrangement wheretwo or more businesses owned <strong>and</strong> operated as separate entities come togetherto become a single entity under the same ownership. <strong>The</strong> implication <strong>of</strong> this isthat the separate businesses will discontinue their ownership <strong>and</strong> come undera single ownership. Business combinations can be found in sole- proprietorship,partnership <strong>and</strong> companies’ business arrangements. Companies combine witha view to eliminating or reducing competition, to carry on business on a largescale or to control prices <strong>and</strong> markets.Business combination can take two forms:(a)(b)AmalgamationAbsorptionSometimes companies are dissolved due to financial problems <strong>and</strong> after severaladjustments they re-register to carry on normal businesses. This process iscalled reconstruction or reorganisation. This exercise is undertaken by thosecompanies which either incur heavy losses for a long time <strong>and</strong> were unable19

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