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Unit 6: External Reconstruction of Companies




          3.   External reconstruction involves any combination.                                notes
          4.   The objective of the external reconstruction is to reorganise the financial structure of the
               company.
          5.   Shareholders of the old existing company become the shareholders of the newly formed
               company.
          6.   The objectives of the reconstruction of a company are not the same as those of business
               combination.
          7.   On the reconstruction of the company it may or may not go into liquidation.

             


              Caselet   Hitachi’s Difficulty in Finding Buyers
               n November 1998, Hitachi unveiled a three year-plan (fiscal 1999 to 2002), “i.e. HITACHI
               Plan.” The plan set the growth vision of becoming the “best solution partner”. Under
             Ithe plan, Hitachi split its Consumer Products Group and Industrial Components &
             Equipment Group into two new subsidiaries in April 2002.
             They were Hitachi Home & Life Solutions and Hitachi Industrial Equipment Systems. Hitachi
             also  completed  splits  of  businesses,  including  the  display,  printer,  telecommunications
             equipment,  and  substation  and  system  LSI  businesses.  However,  none  of  the  split
             businesses have been divested.
             In January 2003, Hitachi launched a new plan (fiscal 2003 to 2005), “i.e. HITACHI Plan
             II”, calling for a thorough restructuring of its business portfolio. In the early phase of the
             new plan, Hitachi will exit underperforming businesses altogether amounting to 20% of
             its 8 trillion yen consolidated sales, while focusing on two business domains: “new era
             lifeline support solutions” and “global products incorporating advanced technologies”.
             It has been publicly reported that approximately 30 money-losing businesses have been
             listed for divestiture. However, since the plan was announced, no divestitures have been
             made. The greatest challenge confronting Hitachi seems to be finding suitable buyers for
             underperforming businesses.
          Source: http://www.abeam.com/research_reports/eng/RR057_E (Corporate%20Restructuring).pdf

          6.2  accounting for external reconstruction

          The accounting procedure in case of external reconstruction is the same as in case of amalgamation
          or absorption in the nature of purchase. However, there are no different kinds in this case, unlike
          in case of amalgamation or absorption, which were of two kinds viz, in nature of merger and in
          the nature of purchase. The steps in accounting for external reconstruction are outlined below:

          1.   Ascertainment of discharge of purchase consideration
          2.   Closing the books of vendor company (Vendor company is the company which is being
               liquidated and taken over) or transferor company
          3.   Passing opening entries in the books of purchasing company (i.e., Transferee Company) or
               the new company floated




             Notes    In case of amalgamation in the nature of merger, only share capital must be
             transferred to equity shareholders account and all other items belonging to shareholders
             must be transferred to realisation account.




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