Small Business Grants – what are they?

When it comes to small business grants, we often hear the words: “government is giving out small business grants in a plenty”.  It appears as if obtaining a grant for a new small business is a piece of cake. But the reality is that, there’s no Government department who will be happy to provide you a loan to start a small business.  Same applies to federal grants. The loan programs that governments flaunt on newspapers, television or websites are mainly intended to support non-commercial organizations, state governments and other governmental bodies and financial institutes.

Small business grants are much different than a small business loan. Where a loan is expected to be fully repaid, a grant does not entail any such expectation from the lender’s end.  Actually, the national governments are not the lenders who give out these grants but it’s the local or state governments that offer small business grants to non-profit organizations whose aim is at societal betterments.

Apart from governmental bodies, private organizations also provide small business grants but those are only one-time issuance. However, the right place to start your search can be an economic development agency at your locality; another step that can be advantageous for you if you choose to start up your business in a rural area because rural grants are always there to better the condition of the under-developed areas.  Community grants will come to your aid if they find out that your business will create employment opportunities for the under-privileged.

Governmental grants can be categorized into three types namely, competitive grant, categorical grant, and block grants etc. Competitive grant or project grant or formula grant offers limited amounts of money to borrowers and thus it’s always in high demand. Categorical grants limit themselves to be lent to certain projects that will be beneficial to the society. Block grants are also quite akin to the categorical ones but the difference is that they incorporate less restrictions.

 

 

About Call Center outsourcing

Undoubtedly, the call center outsourcing services are making huge rounds these days. Most businesses find outsourcing of diverse services to be an ideal means to reduce cost and increase their revenues. While the outsourcing services are gaining popular across the globe, most businesses have found it to be advantageous to hire the diverse call center services.

BPO firms

The global scenario suggests that most medium, small and large sized businesses today select a call center to be an excellent way to increase business sales thereby helping the existing customers with the customer support and tech support issues.

Many Asian countries like India, Korea, China and Philippines are increasing growing popular offering the essential business process outsourcing services. The available resources of most Asian destinations have led to the increasing trends of the outsourcing services in the recent years.

Today, a range of call outsourcing services are conveniently carried out by the BPO firms based in different Asian countries. These include Data entry operation, Email and Chat support, Telemarketing and the marketing services. The conventional management system as it was earlier, stands old and totally differs from the modern era call centers bringing greater efficiencies and improved services.

It is a widely accepted fact that most companies both large and mid size choose call center outsourcing services to streamline their business approach and to save some extra costs from the process. When it is all about gaining a momentum in the diverse business processes, it is through call center outsourcing that you can reach your business goals.

What is a Takeover

A hostile takeover is a type of corporate takeover which is carried out against the wishes of the board of the target company. This unique type of acquisition does not occur nearly as frequently as friendly takeovers, in which the two companies work together because the takeover is perceived as beneficial. Hostile takeovers can be traumatic for the target company, and they can also be risky for the other side, as the acquiring company may not be able to obtain certain relevant information about the target company.
Companies are bought and sold on a daily basis. There are two types of sale agreements. In the first, a merger, two companies come together, blending their assets, staff, facilities, and so forth. After a merger, the original companies cease to exist, and a new company arises instead. In a takeover, a company is purchased by another company. The purchasing company owns all of the target company’s assets including company patents, trademarks, and so forth. The original company may be entirely swallowed up, or may operate semi-independently under the umbrella of the acquiring company.

Typically, a company which wishes to acquire another company approaches the target company’s board with an offer. The board members consider the offer, and then choose to accept or reject it. The offer will be accepted if the board believes that it will promote the long term welfare of the company, and it will be rejected if the board dislike the terms or it feels that a takeover would not be beneficial. When a company pursues takeover after rejection by a board, it is a hostile takeover. If a company bypasses the board entirely, it is also termed a hostile takeover.

Publicly traded companies are at risk of hostile takeover because opposing companies can purchase large amounts of their stock to gain a controlling share. In this instance, the company does not have to respect the feelings of the board because it already essentially owns and controls the firm. A hostile takeover may also involve tactics like trying to sweeten the deal for individual board members to get them to agree.

Bust-Up Takeover

A bust-up takeover is a situation in which some or all of the assets associated with a recently acquired company are sold in order to cover the costs that were incurred during the acquisition process. In some cases, the bust-up takeover will focus on a few key assets of the corporation in order to settle the indebtedness, while still maintaining the operations and functionality of the corporation. In other situations, the focus may be on completely dismantling the company, dispensing with all associated expenses, and dividing the profits among the investors who initiated the takeover.

When a leveraged buyout is the means of orchestrating a friendly takeover of a company, the investors usually do so with an eye to restructuring the corporation and continuing operations. If this is the goal, the group of investors will often focus their attention on target companies that have a number of assets that are not central to the core business model of the corporation. As part of the restructure, those peripheral assets can be placed on the market and sold as a means of quickly recouping the expenses incurred during the takeover. Thus, the newly restructured company begins a new life with little or no debt to carry, a viable if somewhat smaller financial portfolio, and a renewed focus on the core business.

In takeovers where the aim is to acquire the company and dismantle it completely, a target company is selected that has plenty of assets which can be solid off in lots or singly. Often, in this version of a bust-up takeover, the emphasis is on a quick sale of the assets so that expenses are repaid and the remaining profit can be distributed among the investors in the hostile takeover strategy. Sometimes there is not any real effort to find buyers who want to continue to operate the company in some fashion. Instead, the focus is on selling the assets to the highest bidder.

What is a Demerger

Demerger are situations in which divisions or subsidiaries of parent companies are split off into their own independent corporations. The process for a demerger can vary slightly, depending on the reasons behind the implementation of the split. Generally, the parent company maintains some degree of financial interest in the newly formed corporation, although that interest may not be enough to maintain control of the functionality of the new corporate entity.

A demerger can be seen as the opposite of a merger. With a merger, the object is to take two separate business entities and combine them to form a new corporation that is able to accomplish more than the two former entities could ever accomplish on their own. The demerger still has the same ultimate goal. However, the thought is that by splitting off a portion of the existing company into a new and separate corporate entity, the chances for success and profitability are greater than if the company remained one unit.

It is not unusual for shareholders and key executives to maintain some involvement with both the parent and the newly formed company. For example, the two entities may have individuals who serve on the board of directors for both entities. It is also not unusual for the parent to retain some type of interest or investment in the new entity. If the stake held in the new company is considered to be a majority, then the new entity is more properly termed to be a subsidiary. However, if the investment in the new company is not a majority share, then the new business is properly referred to as a demerging entity or company.

There are many reasons why a company may undergo a demerger process. In some cases, the action may be necessary in order to comply with laws and regulations in place in a location where the company wishes to establish a presence. At other times, a division may have reached a point where it would become more profitable if it were to become an entity that is separate from the parent. The demerger may come about because the parent is changing direction and the division may be spun off as a way to continue meeting the needs of current clients while allowing the parent to focus on new markets. In all cases, the general idea behind the demerger is that the action will prove to be profitable for all parties concerned.

Amalgamation

What is amalgamation?

Amalgamation is the joining of two or more companies to form a single new company. Section 219 of the Companies Act, provides that two or more companies, including holding and subsidiary companies, may amalgamate and continue as one company.

What are the different types of amalgamation procedures provided for under the Companies Act?

The Companies Act sets out three procedures for effecting company amalgamations. These are as follows:

Long-form amalgamation – amalgamation of two unaffiliated companies under section 221 in accordance with the terms of an Amalgamation Agreement approved by a Special Resolution of the Shareholders;

Vertical short-form amalgamation – amalgamation of a holding company and one or more of its wholly owned subsidiaries under section 222; and

Horizontal short-form amalgamation -amalgamation of two or more wholly owned subsidiaries of the same parent/holding company under section 223.

What are the statutory pre-conditions to seeking long-form amalgamation?

Section 221 of the Companies Act governs the procedures to be followed to effect a long-form amalgamation. Before filing Articles of Amalgamation for a long-form amalgamation with the Registrar of Companies, the directors of each amalgamating company must enter into an Amalgamation Agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out the minimum statutory particulars identified in section 221(1) of the Act. The Amalgamation Agreement must be adopted by special resolution of the shareholders of each of the amalgamating companies and by the holders of each class or series of shares of an amalgamating company who are entitled to vote on the amalgamation in accordance with section 221(5) of the Act.

What are the statutory pre-conditions to seeking vertical short-form amalgamation?

Section 222 of the Companies Act governs the procedures to be followed to effect a vertical short-form amalgamation. Before filing Articles of Amalgamation for a vertical short-form amalgamation, approval for the proposed amalgamation must be evidenced by a resolution of the directors of each amalgamating company. This resolution must require that the shares of each amalgamating subsidiary company will be cancelled without repayment of capital in respect of the cancellation, that the articles of amalgamation will be the same as the articles of incorporation of the amalgamating holding company and that no shares or debentures will be issued by the amalgamated company in connection with the amalgamation.

What are the statutory pre-conditions to seeking horizontal short-form amalgamation?

Section 223 of the Companies Act governs the procedures to be followed to effect a horizontal short-form amalgamation. Before filing Articles of Amalgamation for a horizontal short-form amalgamation, the proposed amalgamation must have been approved by a resolution of the directors of each amalgamating company. That resolution must provide that the shares of all but one of the amalgamating subsidiary companies will be cancelled without repayment of capital in respect of the cancellation, that the articles of amalgamation will be the same as the articles of incorporation of the amalgamating subsidiary company whose shares are not cancelled and that the stated capital of the amalgamating subsidiary companies whose shares are cancelled will be added to the stated capital of the amalgamating subsidiary company whose shares are not cancelled.

When the statutory pre-conditions for amalgamation are met, what documents must be filed?

Section 224 of the Companies Act provides that following the adoption of an amalgamation under section 221 (long-form), or under section 222 (vertical short-form) or section 223 (horizontal short-form), the following documents must be sent to the Registrar in duplicate together with the prescribed fees:

Articles of Amalgamation (Form 15);

Request for Name Search and Reservation Form (Form 26). If a proposed name is not reserved under section 515 of the Act, the Articles of Amalgamation must be accompanied by a statement setting out the main types of business to be carried on by the amalgamated company;

Statutory Declaration by a director or officer of each amalgamating company establishing to the satisfaction of the Registrar the matters identified in section 224(2) of the Act;

Notice of Directors (Form 9);

Notice of Registered Office (Form 4);

If the amalgamation is a long-form amalgamation effected under section 221 of the Act, the Articles of Amalgamation must be accompanied by a copy of the Amalgamation Agreement and a copy of the required special resolution of shareholders of each amalgamating company;

If the amalgamation is a vertical or horizontal short-form amalgamation effected under section 222 or 223, the Articles of Amalgamation must be accompanied by a copy of the required directors’ resolution of each amalgamating company. Notwithstanding the shareholders’ approval of the amalgamation agreement, a long form amalgamation agreement may be terminated by the directors at any time before a Certificate of Amalgamation is issued (s.221 (6)).

What facts should be included in the directors’ statutory declaration?

Section 224(2) of the Companies Act requires that the statutory declaration accompanying the Articles of Amalgamation should establish the following “to the satisfaction of the Registrar”:

That there are reasonable grounds for believing that each amalgamating company is, and the amalgamated company will be able to pay its liabilities as they become due;

That there are reasonable grounds for believing that the realizable value of the amalgamated company’s assets will not be less than the aggregate of its liabilities and the stated capital of all classes;

That there are reasonable grounds for believing that no creditor will be prejudiced by the amalgamation or that there are reasonable grounds for believing that adequate notice has been given to all known creditors of the amalgamating companies, and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious. In essence, section 224(2) (a) of the Act prescribes a solvency test which may be fulfilled by the directors of each of the amalgamating companies laying out in a Statutory Declaration the factual basis of their belief that the amalgamating companies and the amalgamated company are solvent and will be able to pay its liabilities, and that the realizable value of the assets of the amalgamated company will not be less than the aggregate of its liabilities and the stated capital of all classes. In practice, the solvency test is satisfied by the director asserting in the Statutory Declaration that he has reviewed the financial affairs of the company and has satisfied himself as to its solvency. A specimen declaration may be obtained from CIPO on request. The director should annex to the Statutory Declaration certified copies of the balance sheet of each amalgamating company as well as a projected balance sheet of the amalgamated company.

What are the filing fees relative to seeking amalgamation?

The fees payable on filing are as follows:

Request for Name Search and Reservation Form (Form 26) where reservation is requested – $25.00

Notice of Directors (Form 9) – $50.00

Notice of Registered Office (Form 4) – $50.00

Certificate of Amalgamation 2 companies – $750.00 each additional company – $100.00

Special resolution of the shareholders – $50.00 No separate fee is charged for filing Articles of Amendment, directors’ resolutions or an Amalgamation Agreement where required.

Where do I obtain statutory forms and submit company filings?

The Companies Act is administered by the Registrar of Companies, who is the Registrar of the Commerce and Intellectual Property Office (CIPO). Statutory forms and specimen documents are available from CIPO on request and filings relative to domestic companies must be lodged there. CIPO is located on the Ground Floor of the Methodist Building at Granby Street, Kingstown.

How are the filings submitted for amalgamation processed?

Following receipt of the prescribed documents in duplicate original and the prescribed filing fees, a formality examination is conducted to ensure that the documents have been prepared in accordance with the statutory instructions as to form and a substantive examination carried out to ensure compliance with legal requirements. In the event of any material deviation from the statutory requirements, this is noted on a pending file, which should be checked by persons filing documents in the days following their submission. Where a document conforms to all requirements, it will be registered in duplicate and endorsed with the date of registration. One registered copy of each supporting document is made available to the company for its records along with the Certificate of Amalgamation and the duplicate supporting documents and certificate are placed on the company’s file. The names of companies that applied for amalgamation are then removed from the Register of Companies and a record made of the formation of a new company by amalgamation. The Companies’ Index is updated accordingly.

What is the legal effect of amalgamation?

Section 225 of the Companies Act provides that on the date stated in the Certificate of Amalgamation issued by the Registrar:

each amalgamating company ceases to exists;

the joining of the amalgamating companies and their continuance as one company becomes effective;

the property of each amalgamating company becomes the property of the amalgamated company;

the amalgamated company becomes liable for the obligations of each amalgamating company;

any existing cause of action, claim or liability to prosecution is unaffected;

a civil, criminal or administrative action or proceeding pending by or against an amalgamating company may be continued by or against the amalgamated company;

a conviction against, or ruling, order or judgment in favour of or against, an amalgamating company may be enforced by or against the amalgamated company; and

the articles of amalgamation are the articles of incorporation of the amalgamated company.

Merger

A merger occurs when two companies combine to form a single company. A merger is very similar to an acquisition or takeover, except that in the case of a merger existing stockholders of both companies involved retain a shared interest in the new corporation. By contrast, in an acquisition one company purchases a bulk of a second company’s stock, creating an uneven balance of ownership in the new combined company. The entire merger process is usually kept secret from the general public, and often from the majority of the employees at the involved companies. Since the majority of merger attempts do not succeed, and most are kept secret, it is difficult to estimate how many potential mergers occur in a given year. It is likely that the number is very high, however, given the amount of successful mergers and the desirability of mergers for many companies. A merger may be sought for a number of reasons, some of which are beneficial to the shareholders, some of which are not. One use of the merger, for example, is to combine a very profitable company with a losing company in order to use the losses as a tax write-off to offset the profits, while expanding the corporation as a whole. Increasing one’s market share is another major use of the merger, particularly amongst large corporations. By merging with major competitors, a company can come to dominate the market they compete in, giving them a freer hand with regard to pricing and buyer incentives. This form of merger may cause problems when two dominating companies merge, as it may trigger litigation regarding monopoly laws. Another type of popular merger brings together two companies that make different, but complementary, products. This may also involve purchasing a company which controls an asset your company utilizes somewhere in its supply chain. Major manufacturers buying out a warehousing chain in order to save on warehousing costs, as well as making a profit directly from the purchased business, is a good example of this. PayPal’s merger with eBay is another good example, as it allowed eBay to avoid fees they had been paying, while tying two complementary products together. A merger is usually handled by an investment banker, who aids in transferring ownership of the company through the strategic issuance and sale of stock. Some have alleged that this relationship causes some problems, as it provides an incentive for investment banks to push existing clients towards a merger even in cases where it may not be beneficial for the stockholders.

Corporate frauds

In early 2000, Enron moved away from its core business (electricity and natural gas) to trading in derivatives. It believed that the profits from derivatives could be used to mask the losses of its primary business. Enron star teed incurring massive debt. Though its derivatives related asset yields grew by good numbers, liabilities also piled up rapidly.

Trouble began in 2001. To hide bad investments in derivatives as well as its poorly performing assets in the energy business, it created multiple Special Purpose Vehicles.

It started avoiding millions in tax dues by using its stock options. Its financial condition was sustained by institutionalized, systematic and creatively planned accounting fraud. In the meantime it lost exclusive rights to its pipelines.

For the third quarter of 2001, it reported a huge $618 million loss and on November 4, 2001 it told its investors that they were restating profits for the last four and a quarter years. Finally, on December 2, 2001 the company filed for bankruptcy. The scandal created such waves in the auditing community that it led to the dissolution of Arthur Andersen, one of the world’s top accounting firms.

WorldCom

WorldCom was the US’ second largest long-distance phone operator between 1998 and 2002. During the 1990s, WorldCom was involved in acquisitions and completed several “mega-deals” which later turned out detrimental. In the year 1999, revenue growth stalled. The company started borrowing money to cover up losses. By March 2002, the Securities and Exchange Commission (SEC) requested for information from WorldCom suspecting fraud, as AT&T was losing money even as WorldCom wasn’t.

In July, the company announced bankruptcy and later that month it declared that it had been inflating profits by $3.8 billion over the previous five quarters. The company inflated profits by classifying routine expenses as investments and long term expenses, it also capitalized “line costs” — fees paid to third party operators to carry traffic.

Xerox

In June 2002, shortly after the WorldCom scandal broke, office equipment-maker Xerox admitted to overstating its revenues and profits for the years 1997-2001. This allowed the company to meet profit expectations.

The SEC began an investigation that exposed the fact that over five years the company had improperly classified over $6 billion in revenue, leading to an overstatement of earnings by nearly $2 billion.

America Online (AOL)

This internet service provider was accused of playing around with its financials even in the early 1990s. In these years, changing its amortization policies and capitalizing revenue expenses was a commonly followed practice. The magnitude of fraud began to increase with competition.

From March 2000 through January 2002, the company indulged in material misstatements of its financial results, including overstatements of operating income and free cash flow, overstatements of net income, understatements of net losses and total debt. The intention was to report that it had met its new subscriber targets, an important metric the market used to evaluate AOL. Meanwhile Times Warner had taken over AOL. This resulted in Time Warner paying $300 million to SEC as civil penalties.

 

I

ENTERPRISE RESOURCES PLANNING

Enterprise Resource planning has become a powerful tools in the hands of management for effective use of resources and improve efficiency of an enterprise. In today’s rapidly changes in business environment every organizations has to face new market, New standard for quality assurance, New competitions increasing customer expectation.

As a result of which the business enterprise are in a constant need of receiving and re-engineering there process in order to survive and  grow under competitive environment. With the advent of innovations has lead to development of ERP package which were originally targeted at manufacturing industries. In the recent year this has been extended to all business industries covering whole manufacturing function like:

Manufacturing

Material management

Sales and distribution

Logistic management

Maintaince management

Human recourses management

Finance

Strategic and operational planning:

There are popularly known ERP packages are:

SAP AG

Oracle Corporation

People soft

J.D Add words

Baan

Intenta {Sweden)

S.S.A(System Software Associate, Inc, USA

The reason for accepting ERP system replacing their old business system are as follows :

  • Improve business performance through optimum utilization of resources.
  • Reducing in manufacturing cycle time by integrated planning process.
  • Better customer support  in fast changing  in market condition .
  • Better cost control mechanism by  the way of accurate costing systems
  • Enhanced efficiency in control through feed back information and online access
  • Establishment of decision support system etc

SELCTION OF AN ERP PACKAGE:

There are many ERP package available in the market analyzer all the packages for choosing the right one is a time consume process. The followers common criteria for selection for a package.

  • How best the package fits the requirement of the company
  • Provision for accommodating the changes in the system
  • Reliability of vendor
  • Change hard ware and skill requirement
  • Cost of the package and budgets

Business Modules in an ERP Package:

All ERP package contains a set of Modules. These modules are related to different functional areas like finance, manufacturing, Productions planners, Material Management Sellers and distributions and soon.

Finance Models:

      • Financial Accounting.
      • Investment Management.
      • Controlling
      • Treasury

Manufacturing Module:

      • Material & Capacity Planning
      • Repetitive manufacturing
      • Engineering data Management
      • Cost Management
      • Quality Management
      • Configuration Management

Human Recourse Module:

  • Personnel Management
  • Organizational Management
  • Payroll Accounting
  • Time Management

Material Management Modules:

      • Material Procurement Planning
      • Purchasing
      • Inventory Management
      • Material Inspection

Sales and Distribution Modules:

      • Master data Management
      • Order Management
      • Warehouse Management
      • Shipping
      • Billing
      • Pricing
      • Sales Support
      • Transportations
      • Foreign Trade

 

 

 

Employee Benefits

1. The following terms are used in this Statement with the meanings

specified:

Employee benefits are all forms of consideration given by an enterprise

in exchange for service rendered by employees.

Short-term employee benefits are employee benefits (other than

termination benefits) which fall due wholly within twelve months after

the end of the period in which the employees render the related service.

Post-employment benefits are employee benefits (other than termination

benefits) which are payable after the completion of employment.

Post-employment benefit plans are formal or informal arrangements

under which an enterprise provides post-employment benefits for one or

more employees.

Defined contribution plans are post-employment benefit plans under

which an enterprise pays fixed contributions into a separate entity (a

fund) and will have no obligation to pay further contributions if the

fund does not hold sufficient assets to pay all employee benefits relating

to employee service in the current and prior periods.

Defined benefit plans are post-employment benefit plans other than

defined contribution plans.

Multi-employer plans are defined contribution plans (other than state

plans) or defined benefit plans (other than state plans) that:

(a) pool the assets contributed by various enterprises that are not

under common control; and

(b) use those assets to provide benefits to employees of more than

one enterprise, on the basis that contribution and benefit levels

are determined without regard to the identity of the enterprise

that employs the employees concerned.

Other long-term employee benefits are employee benefits (other than

post-employment benefits and termination benefits) which do not fall

due wholly within twelve months after the end of the period in which the

employees render the related service.

Termination benefits are employee benefits payable as a result of either:

(a) an enterprise’s decision to terminate an employee’s employment

before the normal retirement date; or

(b) an employee’s decision to accept voluntary redundancy in

exchange for those benefits (voluntary retirement).

Vested employee benefits are employee benefits that are not conditional

on future employment.

The present value of a defined benefit obligation is the present value,

without deducting any plan assets, of expected future payments required

to settle the obligation resulting from employee service in the current

and prior periods.

Current service cost is the increase in the present value of the defined

benefit obligation resulting from employee service in the current period.

Interest cost is the increase during a period in the present value of a

defined benefit obligation which arises because the benefits are one

period closer to settlement.

Plan assets comprise:

(a) assets held by a long-term employee benefit fund; and

(b) qualifying insurance policies.

Assets held by a long-term employee benefit fund are assets (other than

non-transferable financial instruments issued by the reporting enterprise)

that:

(a) are held by an entity (a fund) that is legally separate from the

reporting enterprise and exists solely to pay or fund employee

benefits; and

(b) are available to be used only to pay or fund employee benefits,

are not available to the reporting enterprise’s own creditors (even

in bankruptcy), and cannot be returned to the reporting

enterprise, unless either:

(i) the remaining assets of the fund are sufficient to meet all the

related employee benefit obligations of the plan or the

reporting enterprise;

(ii) the assets are returned to the reporting enterprise to reimburse

it for employee benefits already paid.

A qualifying insurance policy is an insurance policy issued by an insurer

that is not a related party (as defined in AS 18 Related Party Disclosures)

of the reporting enterprise, if the proceeds of the policy:

(a) can be used only to pay or fund employee benefits under a defined

benefit plan; and

(b) are not available to the reporting enterprise’s own creditors (even

in bankruptcy) and cannot be paid to the reporting enterprise,

unless either:

(i) the proceeds represent surplus assets that are not needed for

the policy to meet all the related employee benefit obligations;

or

(ii) the proceeds are returned to the reporting enterprise to

reimburse it for employee benefits already paid.

Fair value is the amount for which an asset could be exchanged or a

liability settled between knowledgeable, willing parties in an arm’s length

transaction.

The return on plan assets is interest, dividends and other revenue derived

from the plan assets, together with realised and unrealised gains or

losses on the plan assets, less any costs of administering the plan and

less any tax payable by the plan itself.

Actuarial gains and losses comprise:

(a) experience adjustments (the effects of differences between the

previous actuarial assumptions and what has actually occurred);

and

(b) the effects of changes in actuarial assumptions.

Past service cost is the change in the present value of the defined benefit

obligation for employee service in prior periods, resulting in the current

period from the introduction of, or changes to, post-employment benefits

or other long-term employee benefits. Past service cost may be either

positive (where benefits are introduced or improved) or negative (where

existing benefits are reduced).

1. When an employee has rendered service to an enterprise during

an accounting period, the enterprise should recognise the undiscounted

amount of short-term employee benefits expected to be paid in exchange

for that service:

(a) as a liability (accrued expense), after deducting any amount

already paid. If the amount already paid exceeds the undiscounted

amount of the benefits, an enterprise should recognise that excess

as an asset (prepaid expense) to the extent that the prepayment

will lead to, for example, a reduction in future payments or a

cash refund; and

(b) as an expense, unless another Accounting Standard requires or

permits the inclusion of the benefits in the cost of an asset (see,

for example, AS 10 Accounting for Fixed Assets).

Paragraphs 11, 14 and 17 explain how an enterprise should apply this

requirement to short-term employee benefits in the form of compensated

absences and profit-sharing and bonus plans.

2. An enterprise should recognise the expected cost of short-term

employee benefits in the form of compensated absences under paragraph

10 as follows:

(a) in the case of accumulating compensated absences, when the

employees render service that increases their entitlement to future

compensated absences; and

(b) in the case of non-accumulating compensated absences, when

the absences occur.

3. An enterprise should measure the expected cost of accumu-lating

compensated absences as the additional amount that the enterprise expects

to pay as a result of the unused entitlement that has accumulated at the

balance sheet date.

4. An enterprise should recognise the expected cost of profit-sharing

and bonus payments under paragraph 10 when, and only when:

(a) the enterprise has a present obligation to make such payments

as a result of past events; and

(b) a reliable estimate of the obligation can be made.

A present obligation exists when, and only when, the enterprise

has no realistic alternative but to make the payments.

5. An enterprise should classify a multi-employer plan as a defined

contribution plan or a defined benefit plan under the terms of the plan

(including any obligation that goes beyond the formal terms). Where a

multi-employer plan is a defined benefit plan, an enterprise should:

(a) account for its proportionate share of the defined benefit

obligation, plan assets and cost associated with the plan in the

same way as for any other defined benefit plan; and

(b) disclose the information required by paragraph 120.

6. When sufficient information is not available to use defined benefit

accounting for a multi-employer plan that is a defined benefit plan, an

enterprise should:

(a) account for the plan under paragraphs 45-47 as if it were a

defined contribution plan;

(b) disclose:

(i) the fact that the plan is a defined benefit plan; and

(ii) the reason why sufficient information is not available to enable

the enterprise to account for the plan as a defined benefit

plan; and

(c) to the extent that a surplus or deficit in the plan may affect the

amount of future contributions, disclose in addition

(i) any available information about that surplus or deficit;

(ii) the basis used to determine that surplus or deficit; and

(iii) the implications, if any, for the enterprise.

7. An enterprise should account for a state plan in the same way as

for a multi-employer plan

8. An enterprise may pay insurance premiums to fund a postemployment

benefit plan. The enterprise should treat such a plan as a

defined contribution plan unless the enterprise will have (either directly,

or indirectly through the plan) an obligation to either:

(a)   pay the employee benefits directly when they fall due

(b)    (b) pay further amounts if the insurer does not pay all future

employee benefits relating to employee service in the current

and prior periods.

If the enterprise retains such an obligation, the enterprise should treat

(c)    the plan as a defined benefit plan.

9. When an employee has rendered service to an enterprise during a

period, the enterprise should recognise the contribution payable to a

defined contribution plan in exchange for that service:

(a) as a liability (accrued expense), after deducting any contribution

already paid. If the contribution already paid exceeds the

contribution due for service before the balance sheet date, an

enterprise should recognise that excess as an asset (prepaid

expense) to the extent that the prepayment will lead to, for

example, a reduction in future payments or a cash refund; and

(b) as an expense, unless another Accounting Standard requires or

permits the inclusion of the contribution in the cost of an asset

(see, for example, AS 10, Accounting for Fixed Assets).

10. Where contributions to a defined contribution plan do not fall due

wholly within twelve months after the end of the period in which the

employees render the related service, they should be discounted using

the discount rate specified

11. An enterprise should account not only for its legal obligation under

the formal terms of a defined benefit plan, but also for any other

obligation that arises from the enterprise’s informal practices. Informal

practices give rise to an obligation where the enterprise has no realistic

alternative but to pay employee benefits. An example of such an obligation

is where a change in the enterprise’s informal practices would cause

unacceptable damage to its relationship with employees.
12. The amount recognised as a defined benefit liability should be the

net total of the following amounts:

(a) the present value of the defined benefit obligation at the balance

sheet date (see paragraph 65);

(b) minus any past service cost not yet recognised (see paragraph

94);

(c) minus the fair value at the balance sheet date of plan assets

59. The amount determined under paragraph 55 may be negative (an

asset). An enterprise should measure the resulting asset at the lower of:

(a) the amount determined under paragraph 55; and

(b) the present value of any economic benefits available in the form

of refunds from the plan or reductions in future contributions to the plan. The present value of these economic benefits should be

determined using the discount rate specified.

Accounting for Amalgamations

1. An amalgamation may be either –

(a) an amalgamation in the nature of merger, or

(b) an amalgamation in the nature of purchase.

2. An amalgamation should be considered to be an amalgamation in

the nature of merger when all the following conditions are satisfied:

(i) All the assets and liabilities of the transferor company

become, after amalgamation, the assets and liabilities of the

transferee company.

(ii) Shareholders holding not less than 90% of the face value of

the equity shares of the transferor company (other than the

equity shares already held therein, immediately before the

amalgamation, by the transferee company or its subsidiaries

or their nominees) become equity shareholders of the

transferee company by virtue of the amalgamation.

(iii) The consideration for the amalgamation receivable by those

equity shareholders of the transferor company who agree to

become equity shareholders of the transferee company is

discharged by the transferee company wholly by the issue of

equity shares in the transferee company, except that cash

may be paid in respect of any fractional shares.

(iv) The business of the transferor company is intended to be

carried on, after the amalgamation, by the transferee

company.

(v) No adjustment is intended to be made to the book values of

the assets and liabilities of the transferor company when they

are incorporated in the financial statements of the transferee

company except to ensure uniformity of accounting policies.

3. An amalgamation should be considered to be an amalgamation in

the nature of purchase, when any one or more of the conditions

specified in paragraph 29 is not satisfied.

4. When an amalgamation is considered to be an amalgamation in

the nature of merger, it should be accounted for under the pooling

of interests method described in paragraphs 33–35.

5. When an amalgamation is considered to be an amalgamation in

the nature of purchase, it should be accounted for under the purchase

method described in paragraphs 36–39.

The Pooling of Interests Method5

6. In preparing the transferee company’s financial statements, the

assets, liabilities and reserves (whether capital or revenue or arising on

revaluation) of the transferor company should be recorded at their

existing carrying amounts and in the same form as at the date of the

amalgamation. The balance of the Profit and Loss Account of the

transferor company should be aggregated with the corresponding

balance of the transferee company or transferred to the General

Reserve, if any.

7. If, at the time of the amalgamation, the transferor and the

transferee companies have conflicting accounting policies, a uniform

set of accounting policies should be adopted following the

amalgamation. The effects on the financial statements of any changes

in accounting policies should be reported in accordance with

Accounting Standard (AS) 5 ‘Prior Period and Extraordinary Items

and Changes in Accounting Policies’.6

8. The difference between the amount recorded as share capital

issued (plus any additional consideration in the form of cash or other

assets) and the amount of share capital of the transferor company

should be adjusted in reserves.

The Purchase Method7

9. In preparing the transferee company’s financial statements, the

assets and liabilities of the transferor company should be incorporated

10. Any excess of the amount of the consideration over the value of

the net assets of the transferor company acquired by the transferee

company should be recognised in the transferee company’s

financial statements as goodwill arising on amalgamation. If the

amount of the consideration is lower than the value of the net

assets acquired, the difference should be treated as Capital Reserve.

11. The goodwill arising on amalgamation should be amortised to

income on a systematic basis over its useful life. The amortisation

period should not exceed five years unless a somewhat longer period

can be justified.

12. Where the requirements of the relevant statute for recording the

statutory reserves in the books of the transferee company are complied

with, statutory reserves of the transferor company should be recorded

in the financial statements of the transferee company. The

corresponding debit should be given to a suitable account head (e.g.,

‘Amalgamation Adjustment Account’) which should be disclosed as a

part of ‘miscellaneous expenditure’ or other similar category in the

balance sheet. When the identity of the statutory reserves is no longer

required to be maintained, both the reserves and the aforesaid account

should be reversed.

Common Procedures

13. The consideration for the amalgamation should include any noncash

element at fair value. In case of issue of securities, the value fixed

by the statutory authorities may be taken to be the fair value. In case of

other assets, the fair value may be determined by reference to the

market value of the assets given up. Where the market value of the

assets given up cannot be reliably assessed, such assets may be valued

at their respective net book values.

13. Where the scheme of amalgamation provides for an adjustment to

the consideration contingent on one or more future events, the amount

of the additional payment should be included in the consideration if

payment is probable and a reasonable estimate of the amount can be

made. In all other cases, the adjustment should be recognised as soon

as the amount is determinable [see Accounting Standard (AS) 4,

Contingencies and Events Occurring After the Balance Sheet Date].

Treatment of Reserves Specified in A Scheme of

Amalgamation

14. Where the scheme of amalgamation sanctioned under a statute

prescribes the treatment to be given to the reserves of the transferor

company after amalgamation, the same should be followed. Where the

scheme of amalgamation sanctioned under a statute prescribes a

different treatment to be given to the reserves of the transferor company

after amalgamation as compared to the requirements of this Statement

that would have been followed had no treatment been prescribed by the

scheme, the following disclosures should be made in the first financial

statements following the amalgamation:

(a) A description of the accounting treatment given to tbe

reserves and the reasons for following the treatment different

from that prescribed in this Statement.

(b) Deviations in the accounting treatment given to the reserves

as prescribed by the scheme of amalgamation sanctioned

under the statute as compared to the requirements of this

Statement that would have been followed had no treatment

been prescribed by the scheme.

(c) The financial effect, if any, arising due to such deviation.

15. Where the scheme of amalgamation sanctioned under a statute prescribes

the treatment to be given to the reserves of the transferor company after

amalgamation, the same should be followed.

Disclosure

16. For all amalgamations, the following disclosures should be made

in the first financial statements following the amalgamation:

(a) names and general nature of business of the amalgamating

companies;

(b) effective date of amalgamation for accounting purposes;

(c) the method of accounting used to reflect the amalgamation;

and

(d) particulars of the scheme sanctioned under a statute.

17. For amalgamations accounted for under the pooling of interests

method, the following additional disclosures should be made in the first

financial statements following the amalgamation:

(a) description and number of shares issued, together with the

percentage of each company’s equity shares exchanged to

effect the amalgamation;

(b) the amount of any difference between the consideration and

the value of net identifiable assets acquired, and the

treatment thereof.

18. For amalgamations accounted for under the purchase method,

the following additional disclosures should be made in the first financial

statements following the amalgamation:

(a) consideration for the amalgamation and a description of the

consideration paid or contingently payable; and

(b) the amount of any difference between the consideration and

the value of net identifiable assets acquired, and the

treatment thereof including the period of amortisation of any

goodwill arising on amalgamation.

Amalgamation after the Balance Sheet Date

19. When an amalgamation is effected after the balance sheet date but before the issuance of the financial statements of either party to the

amalgamation, disclosure should be made in accordance with AS 4,

‘Contingencies and Events Occurring After the Balance Sheet Date’,

but the amalgamation should not be incorporated in the financial

statements. In certain circumstances, the amalgamation may also

provide additional information affecting the financial statements

themselves, for instance, by allowing the going concern assumption to

be maintained.