Q.Akshita Ltd. issued fully paid shares of ₹ 5,00,000 in purchase consideration of net assets of ₹ 4,70,000. The balance of ₹ 30,000 will be ______ to ______ account. (A) debited, Goodwill (B) debited, Capital Reserve (C) credited, Capital Reserve (D) credited, General Reserve
Concept understanding — Purchase Consideration
What is Purchase Consideration? Start with an everyday intuition
Imagine you want to buy a small shop from its owner. You don't just pay for the goods on the shelves — you also pay for the shop's name, its customer base, the furniture, the pending bills, and maybe even the goodwill. The total amount you agree to pay the seller for everything — all assets, all liabilities, the whole business — is the purchase consideration.
In simple terms: when one business buys another business (not just its products), the lump sum paid is purchase consideration. It is the price of the entire business as a going concern.
The precise meaning (as per NCERT / Class 12)
Purchase Consideration is the agreed amount payable by the purchasing company to the vendor company (the one being sold) for the acquisition of its business.
It is not the same as the net assets (assets minus liabilities). It is a negotiated figure — often different from the book value of net assets. If the purchase consideration is higher than the net assets, the difference is goodwill. If lower, it is capital reserve.
Why does it matter?
Because the entire accounting entry for the purchase of a business hinges on this one number. You cannot record the acquisition without first determining:
- How much to pay the old firm
- Whether goodwill arises or capital reserve is created
- How to settle the payment (cash, shares, debentures, or a mix)
In board exams, the most common mistake is confusing purchase consideration with net assets. They are not the same.
Methods of calculating Purchase Consideration
NCERT prescribes four methods. You need to know all, but the Net Assets Method is the most frequently tested.
| Method | Basis |
|---|---|
| Net Assets Method | Purchase consideration = Agreed value of assets taken over – Agreed value of liabilities taken over |
| Net Payment Method | Purchase consideration = Total of all payments made by the purchasing company (cash, shares, debentures) to the vendor |
| Lump Sum Method | A single fixed amount agreed upon, no breakup |
| Intrinsic Value / Share Exchange Method | Based on the number of shares issued and their intrinsic value |
In the Net Assets Method, you use agreed values, not book values. If the vendor's machinery is worth ₹5,00,000 in the books but both parties agree it is worth ₹6,00,000, you take ₹6,00,000.
Accounting Treatment — The Journal Entry
When the purchasing company acquires the business, it records the following:
Step 1: Record the assets and liabilities taken over
The journal entry in the books of the purchasing company is:
Sundry Assets A/c Dr. [Agreed value of assets taken over]
Goodwill A/c (if PC > Net Assets) Dr. [Difference]
To Sundry Liabilities A/c [Agreed value of liabilities taken over]
To Vendor (or Business Purchase) A/c [Purchase Consideration]
To Capital Reserve A/c (if PC < Net Assets) [Difference]
Goodwill and Capital Reserve cannot both appear in the same entry. Only one of them arises — the difference between purchase consideration and net assets.
Step 2: Discharge of purchase consideration
When the purchasing company pays the vendor:
Vendor (or Business Purchase) A/c Dr. [Purchase Consideration]
To Bank A/c (if paid in cash)
To Share Capital A/c (if shares issued)
To Debentures A/c (if debentures issued)
The format / proforma for the Net Assets Method
In your exam, you will often be asked to compute purchase consideration using the Net Assets Method. Here is the standard working note format:
Net Assets Method – Computation of Purchase Consideration
| Particulars | Amount (₹) |
|---|---|
| Assets taken over (at agreed values) | |
| Goodwill | xx,xxx |
| Land & Building | xx,xxx |
| Plant & Machinery | xx,xxx |
| Stock | xx,xxx |
| Debtors | xx,xxx |
| Cash at Bank | xx,xxx |
| Total Assets (A) | X,XX,XXX |
| Less: Liabilities taken over (at agreed values) | |
| Sundry Creditors | (xx,xxx) |
| Bills Payable | (xx,xxx) |
| Outstanding Expenses | (xx,xxx) |
| Total Liabilities (B) | (X,XX,XXX) |
| Purchase Consideration (A – B) | X,XX,XXX |
If the purchase consideration is more than (A – B), the excess is Goodwill. If it is less, the shortfall is Capital Reserve. The purchase consideration itself is the agreed amount, not the computed net assets.
A concrete example (no invented data, just a standard textbook pattern)
Suppose Firm X buys Firm Y's business. Agreed values:
- Assets: ₹10,00,000
- Liabilities: ₹2,00,000
- Purchase consideration agreed: ₹9,00,000
Net assets = ₹10,00,000 – ₹2,00,000 = ₹8,00,000
Purchase consideration (₹9,00,000) > Net assets (₹8,00,000)
Difference = ₹1,00,000 → Goodwill
Journal entry in Firm X's books:
Sundry Assets A/c Dr. 10,00,000
Goodwill A/c Dr. 1,00,000
To Sundry Liabilities A/c 2,00,000
To Vendor (Business Purchase) A/c 9,00,000
If instead the purchase consideration was ₹7,00,000 (less than net assets of ₹8,00,000), the difference of ₹1,00,000 would be Capital Reserve, and the entry would be:
Sundry Assets A/c Dr. 10,00,000
To Sundry Liabilities A/c 2,00,000
To Vendor (Business Purchase) A/c 7,00,000
To Capital Reserve A/c 1,00,000
One final point for exams
The Vendor account (or Business Purchase account) is always credited with the purchase consideration. It is later debited when the payment is made. This account is not an expense — it is a liability account representing what is owed to the old firm.
When you see a question that says "Calculate purchase consideration," first check which method is specified. If none is given, the Net Assets Method is the default. And remember: use agreed values, not book values.
Part (a): the ₹30,000 excess is debited to Goodwill — (A). Part (b): 9,00,000 ÷ 90 = 10,000 debentures — (B).
When the purchase consideration paid is more than the net assets acquired, the surplus represents Goodwill — an intangible asset, so it is debited. (Had the price been less than net assets, the difference would be a Capital Reserve, credited.) Here 5,00,000 − 4,70,000 = ₹30,000 → debited to Goodwill.
(A) debited, Goodwill
Concept understanding — Debenture Definition
Debentures: The Company's Way of Borrowing Money
Think of a debenture like this: you need ₹5,00,000 to expand your business. Instead of asking a bank for a loan, you go to the public and say, "Lend me money, and I'll pay you interest every year. After 5 years, I'll return your full amount." Each person who lends you money gets a certificate — that certificate is a debenture.
The Precise Meaning
A debenture is a written instrument issued by a company under its common seal, acknowledging a debt. It contains a promise to repay the borrowed amount at a specified date (maturity) and to pay interest at a fixed rate at regular intervals (usually half-yearly or yearly).
A debenture holder is a creditor of the company, not an owner. They have no voting rights and no share in profits — only a fixed interest payment.
Why Debentures Matter
Companies issue debentures because:
- They raise large funds without diluting ownership (unlike shares)
- Interest paid on debentures is a tax-deductible expense (reduces taxable profit)
- Debentures are safer for investors than shares (fixed return, priority in repayment)
For investors, debentures offer:
- Fixed, predictable income
- Higher safety than equity shares
- Priority over shareholders if the company is liquidated
Accounting Treatment
When a company issues debentures, the journal entry is:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | [Amount received] | |||
| To Debentures A/c | [Face value] | |||
| To Securities Premium Reserve A/c (if issued at premium) | [Premium amount] | |||
| (Being debentures issued at premium) |
Key points:
- Debit Bank A/c with the actual amount received
- Credit Debentures A/c with the face value (nominal value)
- If issued at a premium (e.g., ₹100 debenture issued for ₹110), credit the extra ₹10 to Securities Premium Reserve A/c
- If issued at a discount (e.g., ₹100 debenture issued for ₹95), debit the discount to Discount on Issue of Debentures A/c (a fictitious asset written off over the debenture's life)
Never confuse debentures with shares. Debentures are liabilities (shown under "Non-Current Liabilities" in the Balance Sheet), while shares are equity (shown under "Shareholders' Funds").
Interest on Debentures
Interest is calculated as:
Interest = Face Value of Debentures × Rate of Interest × Time Period
For example, if a company issues ₹10,00,000 worth of 9% debentures, the annual interest is:
₹10,00,000 × 9% = ₹90,000 per year
The journal entry for interest payment:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Debenture Interest A/c Dr. | [Gross interest] | |||
| To Bank A/c | [Net interest paid] | |||
| To TDS Payable A/c | [Tax deducted at source] | |||
| (Being interest paid on debentures after deducting TDS) |
At the end of the year, Debenture Interest A/c is closed by transferring to the Statement of Profit and Loss (as a finance cost).
Format in the Balance Sheet
As per NCERT Class 12 Accountancy, debentures appear under:
EQUITY AND LIABILITIES
- Shareholders' Funds
- Non-Current Liabilities
- Long-term borrowings
- Debentures
- Long-term borrowings
- Current Liabilities
Debentures are always shown at their face value in the Balance Sheet, regardless of whether they were issued at a premium or discount. The premium or discount is shown separately.
The Big Picture
Debentures are the company's IOU — a formal promise to repay borrowed money with interest. They give the company funds without giving away control, and they give investors a safe, fixed-income investment. In accounting, they are treated as long-term liabilities, with interest treated as an expense in the Profit and Loss statement.
Part (a): the ₹30,000 excess is debited to Goodwill — (A). Part (b): 9,00,000 ÷ 90 = 10,000 debentures — (B).
The debentures are issued at a 10% discount, so each ₹100 debenture is issued for only ₹90.
Number of debentures = Purchase Consideration ÷ Issue Price = 9,00,000 ÷ 90 = 10,000
(Net assets = 12,00,000 − 4,00,000 = ₹8,00,000; the ₹1,00,000 excess of the ₹9,00,000 consideration is goodwill, but the count uses the ₹90 issue price, not ₹100.)
Divide by the issue price (₹90), not the face value (₹100) — dividing by ₹100 wrongly gives 9,000.
(B) 10,000
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