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

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AMALGAMATION, ABSORPTION AND RECONSTRUCTIONILLUSTRAUSTRATION TION 3.4<strong>The</strong> following are the summarized balance sheets <strong>of</strong> two companies, Rose Ltd<strong>and</strong> Blacky Ltd as at 31 October 2008.Rose LtdSHARE CAPITAL:AL:ASSETSOrdinary shares <strong>of</strong> N1 each 150,000 Freehold property (at cost) 45,000Forfeited share capital 150 Plant & Machinery (at cost) 35,000Reserve account 10,000 Goodwill 10,000Pr<strong>of</strong>it & loss account 16,865 Stock 68,2765% Debenture 35,000 Sundry Debtors 25,850Sundry creditors 5,785 Balance at bank 33,674217,800 217,800NBlacky LtdORDINARY SHARESASSETS<strong>of</strong> 1 each fully paid 39,000 Freehold property (at cost) 13,0005% Debentures 7,000 Plant & machinery (at cost) 11,000Sundry creditors 25,700 Goodwill 10,000Bank overdraft 600 Stock 15,200Sundry debtors 9,500______ Pr<strong>of</strong>it & loss account 13,60072,300 72,300<strong>The</strong> two companies decided to amalgamate as on 31 st December, 2008 <strong>and</strong> anew company called Yellow Ltd was formed with an authorized capital <strong>of</strong>250,000 in ordinary shares <strong>of</strong> N1each. <strong>The</strong> following terms were agreed on:Rose Ltd(i)(ii)(iii)(iv)<strong>The</strong> consideration was 6 shares <strong>of</strong> 1 each fully paid to Rose Ltd inexchange for every 5 shares in Yellow Ltd <strong>and</strong> 1,000 cash.<strong>The</strong> debenture holders were to be allotted such debentures in YellowLtd bearing interest at 3½ % per annum as would bring them in thesame amount <strong>of</strong> interest.Yellow Ltd is to take over all assets <strong>and</strong> liabilities at their book values.<strong>The</strong>2,500 expenses <strong>of</strong> dissolution is to be paid by Rose Ltd.Blacky Ltd(i) <strong>The</strong> consideration was 1 share <strong>of</strong> 1 each, fully paid in Yellow Ltd inexchange for every 3 shares in Blacky Ltd <strong>and</strong> 500 in cash.(ii) <strong>The</strong> debenture holders were to be allotted such debentures in YellowLtd bearing interest at 3½% per annum as would bring them in thesame amount <strong>of</strong> interest.33

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