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Corporate Restructuring, Valuation and Insolvency · Accounting in Corporate Restructuring: Concept and Accounting Treatment

Accounting Entries and Illustrations on Amalgamation

Updated 11 October 2026 · Fact-checked

Purchase consideration is what the transferee company gives the transferor's shareholders, in shares and cash. Calculate it by the net payment method (add up what is paid) or the net asset method (assets taken minus liabilities taken, at agreed values). Then pass entries for consideration, assets and liabilities, reserves and goodwill or capital reserve.

Understand Accounting Entries and Illustrations on Amalgamation

In an amalgamation, a transferor company is absorbed by a transferee company. The transferee takes over assets and liabilities and pays the transferor's shareholders. That payment is the purchase consideration.

The accounting depends on the type of amalgamation. Under AS 14, an amalgamation in the nature of merger uses the pooling of interests method. Assets, liabilities and reserves are taken at book values. The difference between the consideration and the share capital of the transferor is adjusted in reserves. Any other amalgamation is in the nature of purchase and uses the purchase method. Assets and liabilities are taken at book or fair values as per the scheme. The difference is goodwill or capital reserve. This page uses the AS 14 method as taught in the ICSI material. For Ind AS companies, see Ind AS 103 separately.

There are two ways to find purchase consideration. The net payment method adds up what the transferee pays: shares at their issue value, cash, and other securities. Payments made directly to creditors or debenture holders are not included. The net asset method takes the agreed value of assets taken over and subtracts the liabilities taken over. Both methods should give the same figure when the scheme pays shareholders for the net assets taken.

After the entries, you prepare the transferee's balance sheet. Add the transferor's assets and liabilities to the transferee's own balances. Add the new share capital issued. Show reserves as the scheme and the method require.

Key rules to remember

Net payment method
Purchase consideration = Shares issued (at issue price) + Cash paid + Other securities issued to the transferor's shareholders
Include only payments to shareholders. Exclude liabilities the transferee pays to outsiders.
Net asset method
Purchase consideration = Agreed value of assets taken over − Liabilities taken over
Take only the assets and liabilities the transferee actually takes over. Exclude fictitious assets and anything excluded by the scheme.
Purchase method difference
Goodwill (if consideration > net assets taken) or Capital reserve (if consideration < net assets taken)
Net assets taken are at the values the scheme specifies. Statutory reserves are kept if the scheme requires.
Pooling of interests difference
Consideration − Share capital of transferor = adjustment in reserves
If consideration is less than share capital, the surplus is credited to reserves. If more, reserves are debited.
Main entries (purchase method)
Business Purchase A/c Dr. (consideration) to Liquidator of Transferor / Equity Share Capital / Securities Premium; Assets Dr.; to Liabilities; to Business Purchase A/c; Goodwill Dr. or to Capital Reserve
Business purchase account records the consideration. Assets are debited and liabilities credited at agreed values.

How to solve Accounting Entries and Illustrations on Amalgamation questions

Use this order for any amalgamation problem. It keeps the entries and the balance sheet consistent.

  1. 1Decide the type: merger (pooling) or purchase. Check whether the question states AS 14 conditions or names the method.
  2. 2List the assets and liabilities taken over, and their values. Exclude items the scheme leaves out, such as fictitious assets or specific liabilities.
  3. 3Compute purchase consideration by the method that fits the data. If shares and cash are given, use the net payment method. If only asset values are given, use net assets. Cross-check with the other.
  4. 4Work out the number of shares to be issued and the securities premium, if any. Use the issue price in the scheme.
  5. 5Pass entries: business purchase, assets and liabilities, discharge of consideration, then goodwill, capital reserve or reserve adjustment.
  6. 6Apply reserve rules. In pooling, carry over the transferor's reserves in the same form. In purchase, statutory reserves are kept if required. Other reserves are not carried over.
  7. 7Prepare the transferee's balance sheet. Add the transferor's items to the transferee's balances, include new capital, and adjust reserves and goodwill. Check that assets equal equity plus liabilities.

Quickest way: Quick check using net assets

When to use it: Use when you must find consideration or a balancing figure quickly in a written paper.

  1. Write assets taken and liabilities taken in two columns. Subtract to get net assets.
  2. Write the consideration from the net payment method. Compare it with net assets.
  3. If consideration is higher, the gap is goodwill. If lower, it is capital reserve (purchase method).
  4. Divide the share portion by the issue price to get the number of new shares.
  5. Draw a short T-account of Business Purchase. It must balance to zero after all entries.

Common mistakes in Accounting Entries and Illustrations on Amalgamation

  • Including liabilities paid directly to outsiders in the consideration.

    Students add everything the transferee pays.

    Fix: Count only what goes to the transferor's shareholders. Liabilities taken over are deducted under net assets, not added under net payment.

  • Taking fictitious assets such as preliminary expenses or the profit and loss debit balance as assets.

    They appear on the transferor's balance sheet.

    Fix: Do not take them over under the purchase method. Leave them out of the asset list unless the scheme says otherwise.

  • Using the wrong method for the difference: goodwill in a merger or reserve adjustment in a purchase.

    Students forget to classify the amalgamation first.

    Fix: Decide the type in step one. Pooling gives reserve adjustment. Purchase gives goodwill or capital reserve.

  • Ignoring securities premium when shares are issued above par.

    Students credit all shares to share capital.

    Fix: Credit share capital at face value and securities premium for the excess over face value.

  • Forgetting the transferee's existing balances when preparing the balance sheet.

    Students show only the transferor's items.

    Fix: Add each line of the transferee's balance sheet to the amalgamation adjustments. Check that the totals match.

  • Not eliminating intercompany balances.

    Mutual debtors and creditors are hidden in the data.

    Fix: Cancel mutual owings. Remove unrealised inter-company profit in stock if the question gives it.

Worked examples

Example 1

A Ltd takes over B Ltd on 31 March. B Ltd's assets taken over are at agreed values of ₹12,00,000 and liabilities taken over ₹3,00,000. A Ltd pays the shareholders of B Ltd by issuing 60,000 equity shares of ₹10 each at ₹12 each and ₹1,80,000 in cash. Find the purchase consideration and the goodwill or capital reserve under the purchase method, and pass the entries for discharge of consideration.

Show the solution
  1. Net payment method: shares 60,000 × ₹12 = ₹7,20,000; cash ₹1,80,000; consideration = ₹9,00,000.
  2. Net asset method: ₹12,00,000 − ₹3,00,000 = ₹9,00,000. It agrees.
  3. Net assets equal consideration, so there is no goodwill and no capital reserve.
  4. Entry 1: Business Purchase A/c Dr. ₹9,00,000 to Liquidator of B Ltd ₹9,00,000.
  5. Entry 2: Assets Dr. ₹12,00,000 to Liabilities ₹3,00,000; to Business Purchase A/c ₹9,00,000.
  6. Entry 3: Liquidator of B Ltd Dr. ₹9,00,000 to Equity Share Capital ₹6,00,000 (60,000 × ₹10); to Securities Premium ₹1,20,000 (60,000 × ₹2); to Bank ₹1,80,000.

Answer: Purchase consideration is ₹9,00,000. There is no goodwill or capital reserve. A Ltd issues share capital of ₹6,00,000, securities premium of ₹1,20,000 and pays ₹1,80,000 in cash.

Example 2

P Ltd takes over Q Ltd under the purchase method. Q Ltd's assets taken over are agreed at ₹8,00,000 and liabilities taken over ₹2,00,000. The consideration is 40,000 equity shares of ₹10 each issued at par, plus ₹1,00,000 in cash. P Ltd's balance sheet before the amalgamation shows share capital ₹10,00,000, reserves ₹3,00,000, liabilities ₹4,00,000, assets ₹17,00,000 (including cash ₹2,00,000). Find the consideration, goodwill or capital reserve, and total assets after the amalgamation.

Show the solution
  1. Net payment: 40,000 × ₹10 = ₹4,00,000 plus ₹1,00,000 cash = ₹5,00,000.
  2. Net assets: ₹8,00,000 − ₹2,00,000 = ₹6,00,000.
  3. Consideration (₹5,00,000) is less than net assets (₹6,00,000), so capital reserve = ₹1,00,000.
  4. Entry: Assets Dr. ₹8,00,000 to Liabilities ₹2,00,000; to Liquidator of Q Ltd ₹5,00,000; to Capital Reserve ₹1,00,000.
  5. Discharge: Liquidator of Q Ltd Dr. ₹5,00,000 to Equity Share Capital ₹4,00,000; to Bank ₹1,00,000.
  6. Balance sheet: Share capital ₹10,00,000 + ₹4,00,000 = ₹14,00,000. Reserves ₹3,00,000. Capital reserve ₹1,00,000. Liabilities ₹4,00,000 + ₹2,00,000 = ₹6,00,000. Total = ₹24,00,000.
  7. Assets: ₹17,00,000 + ₹8,00,000 − cash paid ₹1,00,000 = ₹24,00,000. It agrees.

Answer: Purchase consideration is ₹5,00,000. Capital reserve is ₹1,00,000. Total assets after amalgamation are ₹24,00,000, equal to total equity and liabilities.

Exam tips

  • Write the method name first, for example purchase method under AS 14. It shows the examiner your approach and earns marks even if a figure is wrong.
  • Show both net payment and net asset workings when data allows. A matching check protects you from arithmetic slips.
  • Mark the date, the agreed values and the exclusions in your working. Case questions hide traps in the scheme terms.
  • Keep entries in narration order: consideration, assets and liabilities, discharge, then reserves. Add a brief narration for each entry.
  • Add a short note on the type of amalgamation and the reserve treatment. Written papers reward reasoning along with figures.

Practice questions from Accounting in Corporate Restructuring: Concept and Accounting Treatment

Accounting Entries and Illustrations on Amalgamation in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Accounting Entries and Illustrations on Amalgamation: frequently asked questions

How do I calculate purchase consideration in amalgamation?

Add the shares at their issue value, cash and any other securities given to the transferor's shareholders. Do not add liabilities paid to outsiders. You can check the answer with net assets taken over minus liabilities taken over.

What is the difference between the net payment method and the net asset method?

The net payment method adds what the transferee pays to the shareholders. The net asset method takes the agreed value of assets taken over minus liabilities taken over. Both should agree when the scheme pays for the net assets taken.

When does goodwill or capital reserve arise?

Under the purchase method, if the consideration is more than the net assets taken, the excess is goodwill. If it is less, the shortfall is capital reserve. Under pooling, the difference adjusts reserves instead.

Do I need to prepare the transferee's balance sheet in the exam?

Often yes. Add the transferor's assets and liabilities to the transferee's balances, include new share capital and securities premium, and show goodwill or reserves. The totals must balance.