Corporate Accounting Solved Question Paper 2025 [Gauhati University FYUGP BCom 2nd Semester]

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This post provides the Gauhati University BCom 2nd Semester Corporate Accounting Solved Question Paper 2025. It follows the FYUGP pattern and is useful for Gauhati University BCom 2nd Semester students who are studying Corporate Accounting as part of their course.

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Corporate Accounting Solved Question Paper 2025 [Gauhati University FYUGP BCom 2nd Semester]

2025

COMMERCE

Paper : BCM0200104
(Corporate Accounting)

Full Marks : 60
Time : 2½ hours

The figures in the margin indicate full marks for the questions.
Answer either in English or in Assamese.


1. Answer the following questions as directed : 1×8=8

(a) Securities Premium is shown in the Balance Sheet under the head ______. (Fill in the blank)

Answer:- Reserves and Surplus

(b) Expenses incurred at the time of formation of a company is known as ______ expenses. (Fill in the blank)

Answer:- Preliminary expenses

(c) A company can issue fully paid-up bonus shares. (State whether the statement is True or False)

Answer:- True

(d) A company’s share buyback cannot exceed ______% of the sum of its paid-up capital and free reserve. (Fill in the blank)

Answer:- 25%

(e) Reduction in share capital must be sanctioned by the National Company Law Tribunal. (State whether the statement is True or False)

Answer:- True

(f) Generally, valuation of shares means valuation of ______ shares. (Fill in the blank)

Answer:- Equity shares

(g) All the assets and liabilities of the transferor company become the assets and liabilities of the transferee company when amalgamation is in the nature of purchase. (State whether the statement is True or False)

Answer:- False

(h) Write the meaning of holding company.

Answer:- A holding company is a company that holds majority shares in another company and has control over its management and policies. The company which is controlled is called a subsidiary company.

2. Answer in brief any six questions : 2×6=12

(a) How would you deal with the following items while preparing the company final account?

(i) Directors’ fees
Answer:- Directors’ fees are treated as an expense of the company. It is shown on the debit side of the Statement of Profit and Loss under the head “Administrative Expenses” or “Other Expenses.” If unpaid, it is shown as a current liability in the Balance Sheet.

(ii) Auditors’ fees
Answer:- Auditors’ fees are also treated as an expense of the company. It is debited to the Statement of Profit and Loss under “Audit Fees” or “Other Expenses.” If the amount remains unpaid at the end of the year, it is shown under current liabilities in the Balance Sheet.

(b) Write the meaning of right share.

Answer:- Right shares are the additional shares issued by a company to its existing shareholders in proportion to their existing holdings. These shares are offered at a specified price to raise additional capital while giving preference to existing members.

(c) Write two advantages of issue of bonus shares from the point of view of the company.

Answer:-
i) It helps in capitalisation of accumulated profits without paying cash.
ii) It increases the company’s share capital and improves its public image and goodwill.

(d) What is Super Profit Method of valuation of goodwill?

Answer:- Under the Super Profit Method, goodwill is calculated by multiplying the super profit by a certain number of years’ purchase. Super profit means the excess of average profit over normal profit.

(e) Mention two ways through which alteration of capital may be done by a company.

Answer:-
i) Increase of share capital by issuing new shares.
ii) Consolidation or subdivision of existing shares.

(f) Write the meaning of internal reconstruction.

Answer:- Internal reconstruction means reorganisation of the capital structure of an existing company without forming a new company. It usually involves reduction of share capital and rearrangement of assets and liabilities.

(g) What is buyback of shares?

Answer:- Buyback of shares means purchase of its own shares by a company from its existing shareholders. It reduces the number of outstanding shares and is done as per the provisions of the Companies Act.

(h) Mention two objectives of amalgamation of companies.

Answer:- i) To achieve economies of scale and reduce competition.
ii) To expand business operations and increase market share.

(i) What is Pre-acquisition Profits?

Answer:- Pre-acquisition profits are the profits earned by a subsidiary company before it is acquired by the holding company. These profits are treated as capital profits.

(j) Explain the meaning of amalgamation in the nature of purchase.

Answer:- Amalgamation in the nature of purchase occurs when one company takes over another company and the shareholders of the transferor company do not continue as shareholders of the transferee company. It is treated as a purchase transaction.


3. Answer any four questions : 5×4=20

(a) Mention any five advantages of right shares.

Answer:-  Right shares refer to the additional shares issued by a company to its existing shareholders in proportion to their existing holdings. The advantages of right shares are as follows:

i) Maintenance of Control: Right issue helps existing shareholders maintain their proportionate ownership and control in the company. It prevents dilution of their voting power.

ii) Economical Method of Raising Capital: It is a cheaper method of raising additional capital because the company does not incur heavy advertisement or underwriting expenses.

iii) No Dilution of Ownership: Since shares are offered to existing shareholders first, their ownership percentage remains unchanged if they subscribe to the rights.

iv) Increases Company’s Financial Strength: It increases the share capital of the company and improves its capital base without taking loans.

v) Better Relationship with Shareholders: It gives existing shareholders an opportunity to increase their investment at a favourable price, thereby strengthening goodwill and trust.

Thus, right issue is an effective and economical method of raising additional capital.

(b) Trishna Ltd. having a paid-up capital of ₹10,00,000 divided into 1,00,000 shares of ₹10 each, has a reserve of ₹4,25,000.
The company has decided to declare bonus out of the reserve and to distribute the same in the form of bonus shares of ₹10 each as fully paid-up to the existing shareholders in the ratio of one bonus share for every four shares held in the company.

Required:
Calculate the amount of bonus to be declared and show the journal entries.

Answer:- Working Note:

Number of existing shares = 1,00,000 shares

Bonus ratio = 1 bonus share for every 4 shares

Number of bonus shares to be issued =
1,00,000 ÷ 4 = 25,000 shares

Face value of each share = ₹10

Total amount of bonus =
25,000 × ₹10 = ₹2,50,000

Available Reserve = ₹4,25,000
Required for bonus = ₹2,50,000
Reserve is sufficient.

Journal Entries in the books of Trishna Ltd.:

  1. For transfer of reserve to Bonus to Shareholders Account:

General Reserve A/c Dr. ₹2,50,000
  To Bonus to Shareholders A/c ₹2,50,000

(Being reserve transferred for issue of bonus shares)

  1. For issue of bonus shares:

Bonus to Shareholders A/c Dr. ₹2,50,000
  To Share Capital A/c ₹2,50,000

(Being 25,000 bonus shares of ₹10 each issued as fully paid-up in the ratio of 1:4)

After Issue:

Original Share Capital = ₹10,00,000
Add: Bonus Shares = ₹2,50,000
New Share Capital = ₹12,50,000

Thus, ₹2,50,000 bonus is declared and 25,000 fully paid bonus shares are issued to the existing shareholders.


(c) Blue Star Ltd. decided to buyback 20% of its share capital directly from shareholders at ₹9 per share.

The company’s capital structure before buyback is:
Paid-up capital ₹4,50,000 in equity shares of ₹10 each
Securities Premium Account ₹25,000
General Reserve ₹45,000

For the purpose of buyback the company issued ₹20,000, 10% preference shares of ₹100 each.

Pass journal entries to record the above transactions relating to buyback in the books of the company.

Answer: ) Blue Star Ltd. – Buyback of Shares

Working Notes:

Paid-up Equity Share Capital = ₹4,50,000
Face value per share = ₹10

Number of shares = 4,50,000 ÷ 10 = 45,000 shares

20% buyback = 45,000 × 20% = 9,000 shares

Buyback price = ₹9 per share

Amount payable = 9,000 × 9 = ₹81,000

Face value of shares bought back = 9,000 × 10 = ₹90,000

Profit on buyback = ₹90,000 − ₹81,000 = ₹9,000
(Transferred to Capital Reserve)

Journal Entries in the Books of Blue Star Ltd.

Date

Particulars

L.F.

Debit (₹)

Credit (₹)


Bank A/c Dr.


20,000



  To 10% Preference Share Capital A/c



20,000


(Being issue of 10% preference shares)





Equity Share Capital A/c Dr.


90,000



  To Equity Shareholders A/c



81,000


  To Capital Reserve A/c



9,000


(Being 9,000 equity shares bought back at ₹9 each)





Equity Shareholders A/c Dr.


81,000



  To Bank A/c



81,000


(Being payment made to shareholders)




Final Effect:

Equity Share Capital after buyback =
₹4,50,000 − ₹90,000 = ₹3,60,000

Capital Reserve created = ₹9,000

(d) The following is the extract of Trial Balance of K. D. Ltd. as on 31.03.2024:

Sales ₹3,00,000
Purchases ₹2,25,000
Opening Inventory ₹70,000
Purchase Return ₹10,000
Salary and Wages ₹50,000
Dividend received ₹6,000
Carriage inward ₹500
Advertisement ₹7,500
Staff Welfare expenses ₹3,000
Dividend paid ₹8,000

Prepare a Statement of Profit and Loss as per Companies Act, 2013 for the year ended 31st March, 2024 after considering the following additional information:

(i) Closing inventory on 31.03.2024 ₹95,000
(ii) Outstanding salary ₹2,500

Answer:  Preparation of Statement of Profit and Loss
K.D. Ltd.
For the year ended 31st March, 2024

Working Notes:

  1. Net Purchases
    Purchases = ₹2,25,000
    Less: Purchase Return = ₹10,000
    Net Purchases = ₹2,15,000

  2. Cost of Goods Available for Sale
    Opening Inventory = ₹70,000
    Add: Net Purchases = ₹2,15,000
    Add: Carriage Inward = ₹500
    Total = ₹2,85,500

  3. Cost of Goods Sold (COGS)
    Cost of Goods Available for Sale = ₹2,85,500
    Less: Closing Inventory = ₹95,000
    COGS = ₹1,90,500

  4. Outstanding Salary Adjustment
    Salary and Wages = ₹50,000
    Add: Outstanding Salary = ₹2,500
    Total Salary Expense = ₹52,500

Statement of Profit and Loss of K.D. Ltd.
For the year ended 31st March, 2024
(Prepared as per Schedule III of Companies Act, 2013)

Particulars

Note No.

Amount (₹)

Revenue from Operations (Sales)


3,00,000

Other Income (Dividend Received)


6,000

Total Revenue


3,06,000

Expenses: | |
Cost of Goods Sold | | 1,90,500
Salary and Wages (including outstanding) | | 52,500
Advertisement | | 7,500
Staff Welfare Expenses | | 3,000
Total Expenses | | 2,53,500

Profit before Tax | | 52,500

Calculation of Profit:

Total Revenue = ₹3,06,000
Less: Total Expenses = ₹2,53,500

Net Profit = ₹52,500

Notes:

  1. Dividend Paid is not an expense. It is an appropriation of profit, so it is not shown in Statement of Profit and Loss.

  2. Outstanding salary of ₹2,500 will be shown under Current Liabilities in the Balance Sheet.

Subject: Corporate Accounting

  1. Answer the following (Detailed – Exam Style):

(e) Mention the different methods of ascertaining the consideration for amalgamation.

Answer:- In case of amalgamation, purchase consideration means the amount payable by the transferee company to the shareholders of the transferor company in exchange for taking over its business. It represents the value agreed upon between the two companies. The calculation of purchase consideration is an important step in accounting for amalgamation. The different methods of ascertaining purchase consideration are discussed below:

i) Lump Sum Method: Under this method, the transferee company agrees to pay a fixed amount to the shareholders of the transferor company. The purchase consideration is determined through mutual agreement between the companies without detailed calculation of assets and liabilities. This method is simple and suitable when a single consolidated value is decided.

ii) Net Assets Method (or Assets Taken Over Method): Under this method, purchase consideration is calculated on the basis of net assets taken over by the transferee company. First, the agreed value of assets taken over is calculated. From this, the agreed value of liabilities taken over is deducted. The difference represents the purchase consideration. This method is commonly used when detailed valuation of assets and liabilities is made.

Purchase Consideration = Agreed Value of Assets Taken Over − Agreed Value of Liabilities Taken Over

iii) Net Payment Method (or Payments Method): Under this method, purchase consideration is calculated on the basis of payments made by the transferee company to the shareholders of the transferor company. Payments may be made in the form of cash, equity shares, preference shares or debentures. The total of all such payments constitutes the purchase consideration.

iv) Shares Exchange Method: Under this method, the transferee company issues its own shares to the shareholders of the transferor company at an agreed exchange ratio. The value of shares issued (face value or issue price as agreed) is treated as purchase consideration.

Thus, the method of calculation depends on the terms of agreement between the companies. Correct determination of purchase consideration ensures proper accounting treatment in the books of both companies.

(f) Write a brief note on ‘Capital Reduction Account’ in the context of internal reconstruction of companies.

Answer:- Internal reconstruction refers to the reorganisation of the capital structure of an existing company without forming a new company. It is generally undertaken when a company suffers heavy losses or has accumulated fictitious assets and wants to present a true and fair financial position.

During internal reconstruction, the share capital of the company is reduced with the approval of the National Company Law Tribunal (NCLT). The amount by which share capital is reduced is transferred to a separate account known as the Capital Reduction Account.

The Capital Reduction Account is used for the following purposes:

i) Writing off accumulated losses such as debit balance of Profit and Loss Account.

ii) Writing off fictitious assets such as preliminary expenses, underwriting commission and discount on issue of shares.

iii) Reducing overvalued assets to their realisable value.

iv) Eliminating intangible assets which have no real value.

The balance in the Capital Reduction Account is utilized to clean up the Balance Sheet. After adjustments, the financial position of the company becomes healthier and more realistic. Therefore, the Capital Reduction Account plays an important role in internal reconstruction by reorganising capital and improving the company’s financial stability.

(g) Explain the manner of computation of minority interest in a holding company.

Answer:- Minority interest refers to the portion of net assets of a subsidiary company that belongs to shareholders other than the holding company. When a holding company prepares consolidated financial statements, it must show minority interest separately in the consolidated Balance Sheet.

The computation of minority interest involves the following steps:

i) Determine the percentage of minority shareholders: First, calculate the percentage of shares in the subsidiary company that are not held by the holding company. This percentage represents minority interest.

ii) Calculate minority share in paid-up share capital: Minority interest in share capital = Minority percentage × Paid-up share capital of subsidiary.

iii) Calculate minority share in reserves and profits: Minority shareholders are entitled to their proportionate share in reserves and surplus of the subsidiary company. This includes both pre-acquisition profits (capital profits) and post-acquisition profits (revenue profits), subject to accounting treatment.

iv) Deduct minority share of losses:
If the subsidiary has accumulated losses, the minority’s proportionate share of such losses is deducted.

Formula:

Minority Interest =
Minority Share in Share Capital

  • Minority Share in Reserves and Surplus
    − Minority Share of Losses

The final amount of minority interest is shown separately on the liabilities side of the consolidated Balance Sheet. It represents the claim of outside shareholders on the net assets of the subsidiary company.

(h) What is goodwill? What are its features? (2+3=5)

Answer:- Goodwill is an intangible asset representing the value of reputation, brand name, customer loyalty and other favourable factors of a business. It arises when a business earns higher profits than the normal expected profit due to its efficient management, location, quality products or goodwill in the market. Goodwill is generally recorded in the books when a business is purchased for a price higher than its net assets.

Features of Goodwill:

i) Intangible Nature: Goodwill is an intangible asset. It cannot be seen or touched but has monetary value because of the business reputation and earning capacity.

ii) Arises from Reputation and Earning Capacity: Goodwill is created due to good management, customer satisfaction, location advantage, quality products and brand image. It enables the business to earn super profits.

iii) Transferable with Business: Goodwill can be transferred or sold along with the business. However, it cannot be sold separately without selling the business itself.

iv) Valuation Required: Goodwill does not have a fixed value. Its value is determined by methods such as Average Profit Method, Super Profit Method and Capitalisation Method.

4. Answer any two questions : 10×2=20

(a) The following ledger balances have been extracted from books of RKB Ltd. on 31.03.2024:

12000 Equity shares of ₹100 each – ₹12,00,000
Bank Loan – ₹1,40,000
10% Debenture – ₹5,00,000
Securities Premium – ₹60,000
Sundry Debtors – ₹2,70,000
Loose Tools – ₹30,000
Livestock – ₹1,70,000
Land and Building – ₹6,60,000
Cash in hand – ₹10,000
Furniture – ₹2,00,000
Bills Receivable – ₹60,000
Sundry Creditors – ₹1,60,000
Bills Payable – ₹60,000
General Reserve – ₹1,10,000
Surplus in Statement of Profit and Loss – ₹3,20,000
Investment – ₹40,000
Cash at bank – ₹90,000
Stock in trade – ₹3,20,000
Machinery – ₹7,00,000

Prepare a Balance Sheet as per the Companies Act, 2013.

Answer

BALANCE SHEET OF RKB LTD.

As at 31st March, 2024
(Prepared as per Schedule III of the Companies Act, 2013)

Particulars

Note No.

Amount (₹)

I. EQUITY AND LIABILITIES



1. Shareholders’ Funds



(a) Share Capital

1

12,00,000

(b) Reserves and Surplus

2

4,90,000

Total Shareholders’ Funds


16,90,000




2. Non-Current Liabilities



(a) 10% Debentures


5,00,000

(b) Bank Loan


1,40,000

Total Non-Current Liabilities


6,40,000




3. Current Liabilities



(a) Sundry Creditors


1,60,000

(b) Bills Payable


60,000

Total Current Liabilities


2,20,000




TOTAL (Equity & Liabilities)


25,50,000


Particulars

Note No.

Amount (₹)

II. ASSETS



1. Non-Current Assets



(a) Property, Plant and Equipment

3

17,60,000

(b) Investments


40,000

Total Non-Current Assets


18,00,000




2. Current Assets



(a) Inventories (Stock in Trade)


3,20,000

(b) Sundry Debtors


2,70,000

(c) Bills Receivable


60,000

(d) Cash and Cash Equivalents


1,00,000

Total Current Assets


7,50,000




TOTAL ASSETS


25,50,000


Notes to Accounts

Note 1: Share Capital
12,000 Equity Shares of ₹100 each fully paid = ₹12,00,000

Note 2: Reserves and Surplus
Securities Premium = ₹60,000
General Reserve = ₹1,10,000
Surplus in Statement of Profit and Loss = ₹3,20,000
Total = ₹4,90,000

Note 3: Property, Plant and Equipment
Land and Building = ₹6,60,000
Machinery = ₹7,00,000
Furniture = ₹2,00,000
Loose Tools = ₹30,000
Livestock = ₹1,70,000
Total = ₹17,60,000

The Balance Sheet tallies at ₹25,50,000.

(b) The Balance Sheet of X Ltd. as at 31st March, 2024 is given. 

BALANCE SHEET

Particulars

Amount (₹)

I. EQUITY AND LIABILITIES


1. Shareholders’ Fund


(a) Share Capital


20,000 Equity Shares of ₹10 each fully paid

2,00,000

10,000 Convertible Preference Shares of ₹10 each fully paid

1,00,000

(b) Reserve and Surplus


Surplus (Debit balance of Statement of Profit and Loss)

(70,000)

2. Non-Current Liabilities


Convertible Debentures

30,000

3. Current Liabilities


Trade Payables – Sundry Creditors

15,000

Total

2,75,000


Particulars

Amount (₹)

II. ASSETS


1. Non-Current Assets


(a) Property, Plant and Equipment


Machinery

1,00,000

(b) Goodwill

10,000

2. Current Assets


(a) Inventory

50,000

(b) Trade Receivables – Debtors

95,000

(c) Other Current Assets – Deferred Expenses

20,000

Total

2,75,000


The Company adopted the following scheme:

(a) The equity shares were to be reduced by ₹6 each and the preference shares by ₹4 each to be reduced.

(b) Goodwill, Deferred expenses and Deficit in statement of Profit and Loss were to be written off and Machineries to be depreciated by 5% and inventory to be written off by 10% respectively.

Answer:

(b) Reconstruction of X Ltd. (Internal Reconstruction)

Calculation of Capital Reduction

i) Equity Shares:
20,000 shares × ₹6 reduction = ₹1,20,000

ii) Preference Shares:
10,000 shares × ₹4 reduction = ₹40,000

Total Capital Reduction = ₹1,60,000

This amount will be transferred to Capital Reduction A/c.

 Amount to be Written Off

i) Goodwill = ₹10,000
ii) Deferred Expenses = ₹20,000
iii) Debit balance of P&L = ₹70,000
iv) Depreciation on Machinery (5% of ₹1,00,000) = ₹5,000
v) Reduction in Inventory (10% of ₹50,000) = ₹5,000

Total Amount to be Written Off = ₹1,10,000

Capital Reduction Account

Capital Reduction Amount = ₹1,60,000
Less: Amount Written Off = ₹1,10,000

Balance Remaining = ₹50,000 (Capital Reserve)

BALANCE SHEET OF X LTD. (After Reconstruction)

As at 31st March, 2024

I. EQUITY AND LIABILITIES

Particulars

Amount (₹)

1. Shareholders’ Funds


(a) Share Capital


Equity Shares (20,000 × ₹4)

80,000

Preference Shares (10,000 × ₹6)

60,000

(b) Capital Reserve

50,000

Total Shareholders’ Funds

1,90,000



2. Non-Current Liabilities


Convertible Debentures

30,000



3. Current Liabilities


Trade Payables

15,000



TOTAL

2,35,000


II. ASSETS

Particulars

Amount (₹)

1. Non-Current Assets


Machinery (1,00,000 – 5,000)

95,000



2. Current Assets


Inventory (50,000 – 5,000)

45,000

Trade Receivables

95,000



TOTAL

2,35,000

Conclusion

i) Capital was reduced by ₹1,60,000.
ii) Losses and fictitious assets of ₹1,10,000 were written off.
iii) Remaining ₹50,000 transferred to Capital Reserve.
iv) New Balance Sheet total = ₹2,35,000 (Tallied).


(c) Sun Ltd. took over the business of Star Ltd. as on 31.03.2024

Balance Sheet as on 31.03.2024

Particulars

Amount (₹)

I. EQUITY AND LIABILITIES


1. Shareholders’ Fund


(a) Share Capital


Equity Shares of ₹10 each fully paid

6,00,000

(b) Reserve and Surplus


General Reserve

70,000

Export Profit Reserve

1,00,000

Total Reserve and Surplus

1,70,000

2. Non-Current Liabilities


Long-term Borrowings – 6% Debentures

1,00,000

3. Current Liabilities


Trade Payable (Bills Payable)

30,000

Total

9,00,000


Particulars

Amount (₹)

II. ASSETS


1. Non-Current Assets


Fixed Assets

5,50,000

2. Current Assets


Inventory

2,40,000

Trade Receivables (Debtors)

1,00,000

Cash

10,000

Total Current Assets

3,50,000

Total

9,00,000


Purchase consideration was fixed as follows:

(i) Cash payment of 2 per share of Star Ltd.

(ii) 90,000 shares of Sun Ltd. of ₹ 10 each fully paid at a premium of 2 each.

(iii) 6% Debenture of Star Ltd. were discharged at 5% premium by the issue of 7% debentures of Sun Ltd. issued at par.


Sun Ltd. revalued fixed assets at 6,90,000 and other assets at book values while Sundry debtors were taken over at 95,000.

Give Journal entries in the books of Sun Ltd..

Answer: Journal Entries in the Books of Sun Ltd.

(For acquisition of business of Star Ltd.)

Working Notes

1. Calculation of Purchase Consideration

Number of shares of Star Ltd. = ₹6,00,000 ÷ ₹10 = 60,000 shares

i) Cash @ ₹2 per share = 60,000 × 2 = ₹1,20,000
ii) 90,000 Equity Shares of ₹10 each = ₹9,00,000
Securities Premium @ ₹2 = ₹1,80,000

Total Purchase Consideration = ₹12,00,000

2. Net Assets Taken Over

Fixed Assets (revalued) = ₹6,90,000
Inventory = ₹2,40,000
Debtors (taken at ₹95,000) = ₹95,000
Cash = ₹10,000

Total Assets = ₹10,35,000

Less: Bills Payable = ₹30,000

Net Assets = ₹10,05,000

Goodwill = ₹12,00,000 – ₹10,05,000 = ₹1,95,000

3. Debentures Adjustment

6% Debentures = ₹1,00,000
Premium @ 5% = ₹5,000
Total = ₹1,05,000

7% Debentures issued at par = ₹1,05,000

Journal Entries in the Books of Sun Ltd.

Date

Particulars

L.F.

Debit (₹)

Credit (₹)


Business Purchase A/c Dr.


12,00,000



To Liquidator of Star Ltd. A/c



12,00,000


(Being business of Star Ltd. purchased)










Fixed Assets A/c Dr.


6,90,000



Inventory A/c Dr.


2,40,000



Debtors A/c Dr.


95,000



Cash A/c Dr.


10,000



Goodwill A/c Dr.


1,95,000



To Bills Payable A/c



30,000


To 7% Debentures A/c



1,05,000


To Business Purchase A/c



12,00,000


(Being assets and liabilities taken over)










Liquidator of Star Ltd. A/c Dr.


12,00,000



To Bank A/c



1,20,000


To Equity Share Capital A/c



9,00,000


To Securities Premium A/c



1,80,000


(Being purchase consideration discharged)





(d) Explain the conditions to be satisfied under section 68 of the Companies Act, 2013 for buyback of shares.

Answer: Section 68 of the Companies Act, 2013 provides the legal provisions relating to buyback of shares by a company. Buyback means purchase by a company of its own shares or other specified securities. The following conditions must be satisfied for buyback of shares:

i) Authorisation in Articles of Association: The buyback must be authorised by the Articles of Association of the company. If not authorised, the Articles must be amended before proceeding with buyback.

ii) Approval by Board or Shareholders: Buyback must be approved by the Board of Directors through a Board Resolution. If the buyback exceeds 10% of the total paid-up equity capital and free reserves, it must be approved by shareholders through a Special Resolution passed in a general meeting.

iii) Limit on Buyback: The buyback should not exceed 25% of the aggregate of paid-up capital and free reserves of the company. In case of equity shares, buyback in a financial year should not exceed 25% of the total paid-up equity capital.

iv) Debt-Equity Ratio: After buyback, the ratio of total secured and unsecured debts owed by the company should not exceed twice the paid-up capital and free reserves (2:1 ratio), unless a higher ratio is prescribed for certain classes of companies.

v) Fully Paid-up Shares: Only fully paid-up shares or specified securities can be bought back. Partly paid-up shares cannot be bought back.

vi) Sources of Buyback: Buyback can be made only out of:
• Free reserves
• Securities premium account
• Proceeds of issue of any shares or other specified securities (but not out of the proceeds of an earlier issue of the same kind of shares).

vii) Mode of Buyback: Buyback may be made from existing shareholders on a proportionate basis, from open market, or by purchasing securities issued to employees under stock option schemes.

viii) Completion Period: The buyback must be completed within one year from the date of passing the resolution.

ix) Extinguishment of Shares: The shares bought back must be extinguished and physically destroyed within seven days of completion of buyback.

x) No Further Issue: The company shall not make a further issue of the same kind of shares within six months of buyback, except by way of bonus issue or discharge of subsisting obligations.

Thus, Section 68 lays down strict conditions to ensure that buyback of shares is carried out in a lawful and financially sound manner without harming the interests of creditors and shareholders.

(e) The Balance Sheet of H. Ltd. and its subsidiary S. Ltd. on 31st March, 2024 was as follows :

BALANCE SHEET

Particulars

Amount (₹) H. Ltd.

Amount (₹) S. Ltd.

I. EQUITY AND LIABILITIES



1. Shareholders’ Fund



(a) Share Capital – Equity Shares of ₹10 each

50,000

10,000

(b) Reserve and Surplus



Reserve

10,000

Surplus (Balance of Statement of Profit and Loss)

20,000

6,000

Preliminary Expenses

(8,000)

(4,000)

2. Current Liabilities



Trade Payables – Sundry Creditors

8,000

8,000

Bills Payable

3,000

2,000

Total

83,000

22,000


Particulars

Amount (₹) H. Ltd.

Amount (₹) S. Ltd.

II. ASSETS



1. Non-Current Assets



(a) Tangible Assets

56,500

12,000

(b) Non-Current Investment



Equity Shares in S. Ltd.

6,500

2. Current Assets

20,000

10,000

Total

83,000

22,000


H. Ltd. acquired 60% interest in S. Ltd. All profits of S. Ltd. were earned after acquisition.

Prepare a Consolidated Balance Sheet.

Answer : Consolidated Balance Sheet of H. Ltd. and its Subsidiary S. Ltd.

As at 31st March, 2024

Analysis of Holding

H. Ltd. holds 60% shares in S. Ltd.

Share Capital of S. Ltd. = ₹10,000
60% acquired = ₹6,000

Investment shown in H. Ltd. = ₹6,500

Cost of Investment = ₹6,500
Share of Net Assets acquired = ₹6,000

Goodwill on Consolidation = ₹500

Capital Profit / Minority Interest

Reserves of S. Ltd. = Nil
Surplus = ₹6,000
Preliminary Expenses (–₹4,000)

Net Post-acquisition Profit = ₹2,000

Minority Share (40%) =
Share Capital = 40% of 10,000 = ₹4,000
Share of Profit = 40% of 2,000 = ₹800

Minority Interest = ₹4,800

Group Reserves

H. Ltd. Reserves =
Reserve = ₹10,000
Surplus = ₹20,000
Preliminary Expenses (–₹8,000)

Net = ₹22,000

Add: 60% share of S. Ltd. profit
60% of ₹2,000 = ₹1,200

Total Group Reserves = ₹23,200

CONSOLIDATED BALANCE SHEET

As at 31st March, 2024

I. EQUITY AND LIABILITIES

Particulars

Amount (₹)

Share Capital (H. Ltd.)

50,000

Reserves & Surplus (Working Note)

23,200

Minority Interest

4,800

Current Liabilities


Trade Payables (8,000 + 8,000)

16,000

Bills Payable (3,000 + 2,000)

5,000

Total

99,000

II. ASSETS

Particulars

Amount (₹)

Tangible Assets (56,500 + 12,000)

68,500

Goodwill on Consolidation

500

Current Assets (20,000 + 10,000)

30,000

Total

99,000

Final Answer

Total of Consolidated Balance Sheet = ₹99,000

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