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1 1
VALUATION OF GOODWILL AND
SHARES
Unit Structure :
1.1 Meaning
1.2 Concept
1.3 Types of value Goodwill
1.4 Valuation of Shares
1.5 Needs and Purpose
1.6 Factors
1.7 Methods
1.8 Solved Example
1.9 Unsolved Example
1.10 MCQ
1.1 MEANING OF GOODWIL L
Goodwill is an intangible but not fictitious assets that means it has some
realisable value. From the accountant’s point of view, goodwill, in the
sense of attracting custom, has little significance unless it has a saleable
value. To the accountant, ther efore, goodwill may be said to be that
element arising from the reputation, connection, or other advantages
possessed by a business which enables it to earn greater profits than the
return normally to be expected on the capital represented by the net
tangi ble assets employed in the business. In considering the return
normally to be expected, regard must be had to the nature of the business,
the risks involved, fair management remuneration and any other relevant
circumstances.
The goodwill possessed by a firm may be due, inter alia, to the following:
(a) The location of the business premises. The nature of the firm’s
products or the reputation of its service.
(b) The possession of favourable contracts, complete or partial monopoly,
etc.
(c) The personal reputation of the promoters.
(d) The possession of efficient and contented employees. munotes.in
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Financial Accounting
2 (e) The possession of trademarks, patents or a well known business name.
(f) The continuance of advertising campaigns.
(g) The maintenance of the quality of the firm’s product, and
development of the business with changing conditions.
The need for evaluating goodwill may arise in the following cases:
(a) When the business or when the company is to be sold to another
company or when the company is to be amalgamated with another
company;
(b) When, stock exchange quotations not being available, shares have to
be valued for taxation purposes, gift tax, etc.;
(c) When a large block of shares, so as to enable the holder to exercise
control over the company concerned, has to be bought or sold; and
When the company has previo usly written off goodwill and wants its
written back.
In valuation of goodwill, consideration of the following factors will
have a bearing:
(a) Nature of the industry, its history and the risks to which it is subject to.
(b) Prospects of the industry in the future .
(c) The company’s history – its past performance and its record of past
profits and dividends.
(d) The basis of valuation of assets of the company and their value.
(e) The ratio of liabilities to capital.
(f) The nature of management and the chance for its continuation.
(g) Capital structure or gearing.
(h) Size, location and reputation of the company’s products.
(i) The incidence of taxation.
(j) The number of shareholders.
(k) Yield on shares of companies engaged in the same industry, which
are listed in the Stock Exchanges.
(l) Composition of purchasers of the products of the company.
(m) Size of block of shares offered for sale since for large blocks very few
buyers would be available and that has a depressing effect on the
valuation. Question of control, however, may become important, when
large blocks of shares are involved.
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Valuation of Goodwill and Shares
3 (n) The major factor of valuation of goodwill is the profits of the
company. One who pays for goodwill looks to the future profit. The
profits that are expected to be earned in future are extremely important
for valuation of g oodwill. The following are the important factors that
have a bearing on future profits.
(i) Personal skill in management.
(ii) Nature of business.
(iii) Favourable location.
(iv) Access to supplies.
(v) Patents and trademarks protection.
(vi) Exceptionally favourable contracts and
(vii) Capital requirements and arrangement of capital.
(o) Estimation of the profits expected to be earned by the firm and the
amount of capital employed to earn such profits, are to be computed
carefully.
(p) Market reputation which the company and its management enjoys.
(q) Returns expected by investors in the industry to which the firm or
company belongs.
1.2 CONCEPT OF GOODWILL
When one company buys another company, the purchasing company may
pay more for the acquired company than the fair market value of its net
identifiab le assets (tangible assets plus identifiable intangibles, net of any
liabilities assumed by the purchaser). The amount by which the purchase
price exceeds the fair value of the net identifiable assets is recorded as an
asset of the acquiring company. Altho ugh sometimes reported on the
balance sheet with a descriptive title such as “excess of acquisition cost
over net assets acquired”, the amount is customarily called goodwill.
Goodwill arises only as part of a purchase transaction. In most cases, this
is a transaction in which one company acquires all the assets of another
company for some consideration other than an exchange of common
stock. The buying company is willing to pay more than the fair value
of the identifiable assets because the acquired company has a strong
management team, a favorable reputation in the marketplace, superior
production methods, or other unidentifiable intangibles.
The acquisition cost of the identifiable assets acquired is their fair market
value at the time of acquisition. Usua lly, these values are determined by
appraisal, but in some cases, the net book value of these assets is accepted
as being their fair value. If there is evidence that the fair market value
differs from net book value, either higher or lower, the market value
governs. munotes.in
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Financial Accounting
4 Illustration 1: Company X acquires all the assets of company Y, giving
Company Y Rs. 15 lakhs cash. Company Y has cash Rs. 50,000
accounts receivable that are believed to have a realizable value of
Rs. 60,000, and other identifiable assets that are estimated to have a
current market value of Rs. 11 lakhs.
Particulars Rs. Rs. Total purchase price 15,00,000 Less: Cash acquired 50,000 Accounts receivable 60,000 Other identifiable assets (estimated) 11,00,000 12,10,000 Goodwill 2,90,00 0
This extra amount of Rs. 2,90,000 paid over an above, Net worth Rs.
12,10,000 is goodwill, which is a capital loss for purchasing company and
to be shown on assets side of Balance Sheet. This entire amount will be
written off against revenue profit, i.e., Profit and Loss Ac count over period
of time.
1.3 TYPES OF VALUING GOODWILL
There are basically two types of valuing goodwill: (a) Simple profit
method and (b) Super profit method.
(a) Simple Profit Method: Goodwill is generally valued on the basis of
a certain number of years’ purchase of the average business profits of the
past few years. While calculating average profits for the purposes of
valuation of goodwill, certain adjustments are made. Some of the
adjustments are as follows:
Trading Profit/B usiness Profit/Recurring Profit/ Normal Profit (of past
year)
Particulars 1st
Year 2nd
Year 3rd
Year
Net Profit before Adjustment and Tax
Less: Non-trading Income (i.e., Income
from Investment/Asset)
Less: Non-recurring Income (i.e., Profit
on Sale of Investment/Asset)
Add: Non-recurring Loss (i.e., Loss on
Sale of Investment/Asset)
Trading Profit after Adjustment and
before Tax. xx
(xx)
(xx)
xx xx
(xx)
(xx)
xx xx
(xx)
(xx)
xx
xxx xxx xxx
Calculation of Average profit: Total profit of past yearsa) Simple Average Profit =Total number of past years munotes.in
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Valuation of Goodwill and Shares
5 b) Weighted Average profit:
Years Trading
Profit (a) Weight (b) Product (a × b)
2014 xx 1 xx
2015 xx 2 xx
2016 xx 3 xx
6 xxx
Total ProfitWeighted Average Profit Total Weight
Notes: If past profits are in increasing trend, then calculate Average
Profit by weighted average method or otherwise simple average method.
Calculation of FMP (Future Maintainable Profit):
(a) All actual expenses and losses not likely to occur in the future are
added back to profits.
(b) All actual income and gain not likely to occur in the future are
deducted from profits.
(c) All profits likely to come in the future are added and all expenses
likely to come in future are deducted.
Particulars Rs. Simple/Weighted Average Profit before Tax XX
Add: Expenses incurred in past not to be incurred
in future (i.e., Rent paid in past not payable in
future) XX
Less: Expenses not incurred in past to be incurred
in future
(i.e., Rent not paid in past payable in future) (XX)
Less: Notional management Remuneration (XX)
Future maintainable profit before tax XXX
Less: Tax (If rate is not given , assume 50%) (XX)
Future maintainable profit after tax XXX
After adjusting profit in the light of future possibilities, average profit are
estimated and then the value of goodwill is estimated.
This met hod is a simple one and has nothing to recommend s ince goodwill
is attached to profits over and above what one can earn by starting a new
business and not to total profits.
It ignores the amount of capital employed. for earning the profit.
However, it is u sual to adopt this method for valuing the goodwill of the
practice of a professional person such as a chartered accountant or a
doctor.
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Financial Accounting
6 Calculation of Capital Employed and Average Capital Employed
Particulars Rs. Rs. Tangible Trading Assets (at
agreed/ adjustment value) (except: intangible,
non-trading/ fictitious assets):
Plant and Machinery xx
Land and Building xx
Furniture and Fixtures xx
Stock xx
Cash/Bank xx xxx
Less: External Liability (at agreed/adjustment
value) (except: capital and reserves and
surplus):
Loans xx
Debentures xx
Cred itors xx
O/s Expenses, etc. xx xxx
Capital Employed xxx
Opening Capital Employed Closing Capital EmployedAverage Capital Employed 2
1 Average Capital Employed = Closing Capit al employed [ of current year's profit + 2OR
Current year's dividend
1 Average Capital Employed = Opening Capital employed [ of current year's profit + 2
CurrOR
ent year's dividend
(b) Super Profit Method: The future maintainable profits of the firm are
compared with the normal profits for the firm. Normal earnings of a
business can be judged only in the light of normal rate of earning and
the capital employed in the business. Hence, this method of valuing
goodwill would require the following information:
(i) A normal rate of return for representative firms in the industry.
(ii) The fair value of capital employed.
The normal rate of earning is that rate of return which investors in general
expect on their investments in the particular type of industry. Normal rate
of return dep ends upon the risk attached to the investment, bank rate,
market, need, inflation and the period of investment.
Normal Rate of Returns (NRR)
It is the rate at which profit is earned by normal business under normal
circumstances or from similar course of bu siness. Normal Rate of Returns
means rate of profit on c apital employed which is normally earned by
others in a similar type of business. It will always be given in the problem
in form of percentages. munotes.in
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Valuation of Goodwill and Shares
7 Or
Dividend per shareNRR = Rate of Risk + Rate of Returns or × 100 Market price per share
As the capital employed may be expressed as aggregate of share capital
and reser ves less the amount of non -trading assets such as investments, the
capital employed may also be ascertained by adding up the present values
of trading assets and deducting all liabilities. Super profi t is the simple
difference between future maintainable operating profit and normal profit.
Illustration 2:
Rishi Computers Ltd. gives you the following summarised balance sheet
as at 31st December, 2014.
Liabilities Rs. Assets Rs. Rs. Preference Share
Capital
Equity Share
Capital
Reserves and
surplus
Long -term Loans
Current Liabilities
and Provisions
5,00,000
20,00,000
25,00,000
27,00,000
15,00,000 Fixed Assets:
Cost
Depreciation
Capital
Work -in-
progress
Investment
(10%)
Current
Assets
Underwriti ng
Commission 50,00,000 (30,00,000 ) 20,00,000 40,00,000 5,00,000 25,00, 000 2,00,000
92,00,000 92,00,000
The company earned a profit of Rs. 18,00,000 before tax in 2014. The
capital work -in-progress represents additional plant equal to the capacity
of the present plant; if immediately operational there being no diffi culty in
sales. With effect from 1st January, 2015, two additional Works Managers
are being appointed at Rs. 1,00,000 p.a. Ascertain the future maintainable
profit and the c apital employed, assuming the present replacement cost of
fixed assets is Rs. 1,00,00,0 00 and the annual rate of depreciation is 10%
on original cost.
Solution:
Normal Profit: Suppose investors are satisfied with a 18% return. In
the above example, the normal profit will be Rs. 11,34,000, i.e., 18% of
Rs. 63 lakhs.
The following are some items which generally require adjustment in
arriving at the average of the past earnings:
1. Exclusion of material non -recurring items such as loss of exceptional
nature th rough strikes, fires, floods and theft, etc., profit or loss of any
isolated transaction not b eing part of the business of the company. munotes.in
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Financial Accounting
8 2. Exclusion of income and profits and losses from non-trading assets.
3. Exclusion of any capital profit or loss or receipt o r expense included in
the profit and loss account.
4. Adjustments for any matters suggested by no tes, appended to the
accounts or by qualifications in the Auditor’s Report, such as provision
for taxation and gratuities, bad debts, under or over provision for
depreciation, inconsistency in valuation of stock, etc.
5. Depreciation is an important item that calls for careful review. The
valuer may adopt book depreciation provided he is satisfied that the
value was realistic and the method was suitable for the nature of the
company and they were consistently applied from year to year. But
imbalances do arise in cases where consistently written down value
method was in use and heavy expenditure in the recent past has been
made in rehabilitating or expanding fixed asset s, since the depreciation
charges would be unfairly heavy and would prejudice the seller. Unde r
such circumstances, it would be desirable to readjust depreciation
suitably as to bring a more equitable charge in the profits meant for
averaging.
Another impo rtant factor comes up for consideration in averaging past
profits and that is the trend of pro fits earned. It is imperative that
estimation of maintainable profits be based on the only available record,
i.e., the record of past earnings, but indiscrete use of past results may lead
to an entirely fallacious and unrealistic result.
Where the profits of a company are widely fluctuating from year to year,
an average fails to aid future projection. In such cases, a study of the
whole history of the company and o f earnings of a fairly long period may
be necessary. If the profits of a company do not show a regular trend
upward or downward, an average of the cycle can usefully be employed
for projection of future earnings.
In some companies, profits may record a dis tinct rising or falling trend
from year; in these circumstances, a simple average falls to consider a
significant factor, namely, trend in earnings.
The shares of a company which record a clear upward trend of past profits
would certainly be more valuable than those of a company whose trend of
past earnings indicates a downtrend. In such cases, a weighted average
giving more weight to the recent years than to the past is appropriate.
A simple way of weighing is to multiply the profits by the respective
numb er of the years arranged chronologically so that the largest weight is
associated with the mos t recent past year and the least for the remotest.
Future Profitability Projections: Project is more a matter of intelligent
guesswork since it is essentially an estimation of what will happen in the
risky and uncertain future. The average profit earned by a company in the
past could be normally taken as the average profit that would be
maintainable by it in the future, if the future is considered basically as a munotes.in
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Valuation of Goodwill and Shares
9 continuation of the past. If future performance is viewed as departing
significantly from the past, then appropriate adjustments will be called for
before accepting the past average profit as the future maintainable profit of
the company.
There are three met hods of calculating goodwill based on super profit. The
methods and formulae are as follows:
Purchase of Super Profit Method: Goodwill, as per this method, is
Super Profit multiplied by a certain number of years. Under this method,
an important point to no te is that the number of years of purchase as
goodwill will differ from industry to industry a nd from firm to firm.
Theoretically, the number of years is to be determined with reference to the
probability of a new business catching up with an old business. Suppose it
is estimated that in two years’ time a business, if started now will be
earning about the same profits as an old business is earning now, goodwill
will be equivalent to two times the super profits. In the example given
above, goodwill will be Rs. 12.12 lakhs, i.e., Rs. 6.06 lakhs × 2 years.
Annuity Method of Super Profit: Goodwill, in this case, is the
discounted value of the total amount calculated as per purchase method.
The idea behind super profits methods is that the amount paid for goodw ill
will be recouped during the coming few years. But, in this case, there is a
heavy loss of intere st. Hence, properly speaking what should be paid now
is only the present value of super profits paid annually at the proper rate
of interest. Tables show th at the present value 18% of Re. 1 received
annually two years is 1.566. In the above example, the va lue of goodwill
under this method will be 1.3 × Rs. 6.06 lakhs or Rs. 9.49 lakhs.
Capitalisation of Super Profit Method: This method tries to find out the
amount of capital needed for earning the super profit.
The formula is:
Super Profit= × 100NRR
In above example, Goodwill will be: 6.06 lakhs × 100= 18
= Rs. 33.67 lakhs
Given in the Problems:
(a) Information of old firms assets and liabilities.
(b) Information regarding past or profit.
(c) Adjustment valuation of goodwill.
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Financial Accounting
10 Required to Prepare:
Valuation of good will by different methods.
Steps, Method and Formula for Calculation of Goodwill:
I. Goodwill by purchase of average profit method:
(a) Find out average trading profit.
(b) Find out the number of years purchase (it will always be given in
problem).
(c) Goodwill = Number of year of purchase × Average trading profit.
II. Goodwill by purchase of future maintainable profit method:
(a) Find out future maintainable profit.
(b) Numbe r of year purchase (given in problem).
(c) Goodwill = Number of years of purchase × Future mainta inable profit.
III. Goodwill by capitalisation of future maintainable profit method:
(a) Find out future maintainable profit.
(b) Find out capitalised value of future maintaina ble profit
EMPCapitalisation Value of Future Maintainable Profit = × 100NRR
(c) Calculate Capital Employed.
(d) Goodwill = Capitalised Value of FMP – Capital Employed
IV. Goodwill by purchase of super profit method:
(a) Find out average trading profit.
(b) Find out future maintainable profit.
(c) Find out capital employed.
(d) Find out Normal Rate Return (always given in the problem in terms
of %).
(e) Find out number of year of purchase (given in the problem).
(f) Find out normal profit: Capital Employed NRRNormal Profit = 100
(g) Find out super profit:
(h) Super profit = Future mainta inable profit – Normal profit munotes.in
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Valuation of Goodwill and Shares
11 (i) Goodwill = Number of year purchase × Super profit
V. Goodwill by capitalisation of super profit method:
Calculate super profit as discussed above. Super Profit × 100Goodwill = NRR
VI. Goodwill by present value of super profit method:
(a) Calculate super profit as discussed above.
(b) Goodwill = Annuity Rate × Super Profit
Note: Annuit y Rate will always be given in the problem.
Illustration 3: X agreed to purchase the business of Y on 30th June,
2016. Profits earned by Y for the three preceding years were as below:
Year ending Rs. 31/12/2013 82,000
31/12/2014 80,000
31/12/2015 84,000
The profit for the year 2014 includes an abnormal income of Rs. 3,000.
The profit for the year 2015 is after writing off a loss due to theft of Rs.
4,000. At present, the assets of the business are not insured. X wants to
take a comprehensive policy and has a scertained that an annual premium
of Rs. 400 would have to be paid. X would like to manage the business
whole time and this would involve giving up the present job in which he is
drawing Rs. 2,000 per month. If X manages the business, the employment
of the man ager who is looking after the business for a salary of Rs. 1,500
per month can be terminated and X will draw a salary of Rs. 2,000 per
month from the business. Calculate the goodwill if both the parties have
agreed to value it at 2 year’s purchase of average profits.
Particulars Rs. Rs. Profit for the year 2013 82,000 Profit for the year 2014 80,000 Less: Abnormal Income (3,000 ) 77,000 Profi t for the year 2015 84,000 Add: Loss due to theft 4,000 88,000 2,47,000 Average Profits (2,47,000/3) 82,333.33 Less: Expenses to be paid-up future
Insurance Premium 400 X’s salary (2,000 × 12) 24,000 (24,400) 57,933.33 Add: Manager’s salary (1,500 × 12) 18,000.00 Expected average annual profits 75,933.33 munotes.in
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Financial Accounting
12 Goodwill = Expected average annual profits × Number of years of purchase
= Rs. (75,933.33 × 2) = Rs. 1,51,866.66
Illustration 4: P is negotiating with M for the purchase of the latter’s
business. It was decided to value goodwill according to the super profit
method. M has been running the business only for the three years and
hence P would like to attach weights for the profits of the three years in
such a way that the mos t recent profits would be assigned a higher weight
than the other year’s profits. The profits of the past three years are as
follows:
Year Rs. 2013 36,000
2014 40,000
2015 38,000
Calculate the annual average profits.
Solution: Since P would like to a ttach a higher weightage to the profits of
2001, one method of weighting would be:
Year Weight
2013 1
2014 2
2015 3
The weight ed average annual profits of the business may be calculated as
follows:
Year Profits (Rs. ) Weights Product
(Rs. )
2013 36,000 1 36,000 2014 40,000 2 80,000 2015 38,000 3 1,14,000 6 2,30,000 Total ProductWeighted Average Annual Profits = Total Weight2,30,000
6
Average Annual Profits = 38,333
Illustration 5: The following partic ulars are available in the books of
Bharti Telecom.
(a) Capital employed Rs. 1,50,000
(b) Trading profit after tax
2012 Rs. 1,12,200
2013 Rs. 1,15,000
2014 Rs. 1,02,000 (loss) 2015 Rs. 1,21,000
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Valuation of Goodwill and Shares
13 (c) Market rate of interest on investment 8%.
(d) Rate of risk return on capital invested in business 2%.
(e) Remuneration from alternative employment of the proprietor (if
not engaged in business Rs. 13,600 p.a.).
You are required to compute the value of goodwill on the basis of 3
years’ purchase of super profits of the business calculated on the average
profit of the last four years.
Solution:
(a) Calculation of Average Profits:
Year Rs. 2012 1,12,200
2013 1,15,000
2014 (1,02,000)
2015 1,21,000
2,46,200
2,46,200Average Profit = 61,5504
(a) Calculation of Super Profits:
Particulars Rs. Average Profits 61,550 Less: Remuneration 13,600 47,950 Less: Normal Profit @ 10% Capital employed × NRR (8% + 2%) on Rs. 1,50,000 (1,50,000 × 10%) 15,000 32,950 Goodwill = 3year's purchase of super profits = 3 × 32,950
= 98,850
Illustration 6: From the following information given by Tata Telecom,
calcu late the value of goodwill:
(a) Average capital employed Rs. 12,00,000.
(b) Company declares 15% dividend on the shares of Rs. 20 each fully
paid which is quoted in the market at Rs. 25.
(c) Net trading profit of the firm (after tax) for the past 3 years Rs. 2,15,200,
Rs. 1,81, 400 and Rs. 2,25,000. munotes.in
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Financial Accounting
14 You are required to compute the value of goodwill on the basis of 5
years’ purchase of super profits of the business calculated on the average
profit of the last three years.
Particulars Rs. 1st Year 2,15,200 2nd Year 1,81,400 3rdYear 2,25,000 6,21,600
6, 21,600Average Profit = 2,07, 2003
Calculation of super profit:
Particulars Rs. Average Trading Profit 2,07,200 Less: Normal profit @ 12% on Rs. 12,00,000 (1,44,000 ) Super Profit 63,200 Goodwill = 5 year's purchase of super profits = 5 × 63,200
= 3,16,000
Working Notes:
Dividend per share = 15% of Rs. 20 = Rs. 3
Dividend per share (DPS) 3Rate of return on capital = × 100 = × 100 = 12%Market price per share (MPS) 25
Illustration 7: From the following information, ascertain the value of
goodwill of Micro Computers Ltd. under super profit method.
Balance Sheet as on 31st March, 2014
Liabilities Rs. Assets Rs. Paid-up Capital
(5,000 share of 100 each
fully paid) 5,00, 000 Goodwill at Cost 50,000 Bank Overdraft 1,16,700 Land and Building
(at Cost) 2,20,000 Sundry Creditors 1,81,000 Plant and
Machinery (at cost) 2,00,000 Provision for Taxation 39,000 Stock in Trade 3,00,000 Profit and Loss
Appropriation A/c 1,13,300 Bad Debts 1,80,000 9,50,000 9,50,000 munotes.in
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Valuation of Goodwill and Shares
15 The company commenced operations in 1995 with a paid -up capital of Rs.
5,00,000. Profits for recent years (after taxation) have been as follows:
Year ended 31st
March Rs. 2010 40,000 (loss)
2011 88,000
2012 1,03,300
2013 1,16,000
2014 1,30,000
The loss in 2010 occurred due to a prolonged strike.
The income tax paid so far has been at the average rate of 40%. Dividends
were distributed at the rate of 10% on the paid -up capital in 2011 and 2012
and at the rat e of 15% in 2013 and 2014. The market price of shares is
ruling at Rs. 125 at the end of the year ended 31st March, 2009.
Solution: Valuation of Goodwill of Micro Computers Ltd. Particulars Rs. Rs. Capital Employed:
Land and Building (at Cost )
Plant and Machinery (at Cost )
Stock in Trade
Sundry Debtors
Less: Sundry Liabilities
Bank Overdraft
Sundry Creditors Provision for Taxation
Capital employed at the end of the year
Add back
Dividend paid for the year
Less: Half of the profits
Average capita l employed Rate of Return
Average Dividends for the last 4 years at 10 15 10 151 12 %2 4
Market price of shares on 31st March = Rs. 125
Normal Rate of Return = 12. 5125 2,20,000 2,00,000 3,00,000 1,80,000 9,00,000
1,16,700
1,81,000
39,000 3,36,700 5,63,300
75,000
(65,000 ) 10,000 5,73,300
It may be more appropriate to relate the normal rate of return to the
dividend paid in the last two years since price is related to dividen d
expected in fu ture and for that, the most recent experience is relevant.
In that case, the normal rate of return will be:
Normal Profit on Average Capital employed: munotes.in
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Financial Accounting
16 at 10% on Rs. 5,73,300 57,330
at 12% on Rs. 5,73,300 68,796
Future Maintainable Profits – Weighted Average
Year Profits Rs. Weights Product Rs. 2011 88,000 1 88,000 2012 1,03,000 2 2,06,000 2013 1,16,000 3 3,48,000 2014 1,30,000 4 5,20,000 10 11,62,000
Super Profits
Particulars Normal Rate
12% (Rs. ) Normal Rate
10% (Rs. )
Average maintainable profits 1,16,200 1,16,200
Normal profit on capital
employed 68,796 57,330
Super Profit 47,404 58,870
Goodwill at 5 years’ purchase of
Super Profits 2,37,020 2,94,350
Goodwill at 3 years’ purchase 1,42,212 1,76,610
Three to five y ears’ purchase of super profits can be taken as fair value
of goodwill. Thus, depending on the assumptions regarding the normal
rate of return and the number of years’ purchase, goodwill may range
between Rs. 1,42,212 and Rs. 2,94,350.
Illustration 8: The follo wing is the balance sheet of HCL Ltd. as on
March 31, 2015.
Liabilities Rs. Assets Rs. 40,000 Equity Shares
of Rs. 10 each 4,00,000 Goodwill 40,000 10% Debenture 1,20,000 Land and
Building 2,00,000 Profit & Loss
Balance a s on
01/04/14 40,00 0 Plant and
Machi nery 2,90,000 Add: Profit for the
year before Investment 1,00,000 providing for taxes 1,60,000 2,00,000 Stock 80,000 Sundry Creditors 80,000 Debtors 90,000 Provision for Tax 40,000 Cash and
Bank 40,000 8,40,000 8,40,000 munotes.in
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Valuation of Goodwill and Shares
17 Profit includes Rs. 10,000 which is the income from investments. The
present market value of the assets are:
Particulars Rs. Land and Building 2,50,000
Plant and Machinery 3,50,000
Investment 1,50,000
Current assets (book value).
Normal return on capita l employed in this type of business is 10%.
Adjustment of depreciation is not required for valuation of goodwill.
Calculate the value of goodwill on the basis of 3 years’ purchase of super
profit of the company.
Solution: Average Trading Capital Employed
Particulars Rs. Land and Building 2,50,000 Plant and Machinery 3,50,000 Stock 80,000 Debtors 90,000 Cash and Bank 40,000 Less: Current Liabilities 8,10,000 Sundry Creditors Rs. 80,000 Provision for Taxation Rs. 40,000 (1,20,000) Capital Employed 6,90,000 Less: Half of current year’s profit (37,500) Average Capital Employed 6,52,500
Working Notes:
The half of current year’s profit is calculated as below:
Particulars Rs. Profit for the year
Less: Non-trading income
Less: Income tax (assume 50%) Current year’s
profit
75000375002
1,60,000 10,000 1,50,000 75,000 75,000
NRRNormal Profit = Average Capital Employee100106,52,000100
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Financial Accounting
18 = 65200
Super Profit = Average profit - Normal profit
= 75000 -Gooodwill = Super profit - No of years purchase
9800 3
Illustration 9: Following is the Balance sheet of A Limited as on 31st
March, 2014:
Liabilities Rs. Assets Rs. Rs. Share Capital Goodwill 1,25,000 5,000 share of Rs. 100 each 5,00,000 Land and
Building (at
cost) 1,80,000 Reserve Fund 1,50,000 Less:
Depreciation (36,000 ) 1,44,000 Workmen
Compensation Fund 25,000 Plant and
machinery (at
cost) 2,40,000 Workmen Profit
Sharing Fund 45,000 Less:
Depreciation (40,000 ) 2,00,000 Profit and Loss
Account 1,50,000 Investment for
replacement of
plant 1,00,000 Creditors 2,30,000 & machinery Other Liabilities 1,00,000 Books Debts 3,60,000 Less: R.D.D . (30,000 ) 3,30,000 Stock 2,00,000 Cash at Bank 75,000 Preliminary
expense 26,000 12,00,000 12,00,000
Further Information:
(i) A Ltd. had been carrying on business for the past several years. The
company is to be taken over by another company and for this purpose,
you are required to value Goodwill by “Capitalisation of maintainable
profits method”. For this purpose, following additional information is
available.
(a) The profit earned by the company for t he past three years were as
under:
Year ende d 31st March, 2012 Rs. 3,10,000
Year ended 31st March, 2013 Rs. 2,73,000
Year ended 31st March, 2014 Rs. 2,90,000 munotes.in
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Valuation of Goodwill and Shares
19 The profits given are profits before tax, which was 50% throughout.
(b) The new company expects to carry on business with its own board of
directors, without any addition.
The directors’ fees paid by A Ltd. to its directors amounted to Rs.
9,000 per year, no more payable in future.
(c) The new company expects a large increase in volume of business and
therefore, will have to pay extra rent of Rs. 12,000 per year.
(d) As on 31st March, 2015, land and buildings were worth Rs. 3,00,000,
whereas plant and machinery were worth only Rs. 1,80,000. There is
sufficient provision for doubtful debts. There is no fluctuation in the
value of investment and stock.
(e) Liability under work men compensation fund was only Rs. 5,000.
(f) The expected rate of return on similar business may be taken at 12%.
You are required to value Goodwill according to above instructions. All
your workings should form part of your answer. (Take average capital
emplo yed, the same as closing employed for your calculations.)
Total profit (past year)Simple Average = Total Number of years3,10,000 2,73,000 2,90,0003
= Rs. 2,91,000
Particulars Rs. Simple Average Profit 2,91,000 Add: Directors’ fees not required in future 9,000 Less: Extra rent payable in future (12,000) FMP before tax 2,88,000 Less: Tax @ 50% (1,44,000) FMP after tax 1,44,000
1. Calculation of Capital Employed:
Particulars Rs. Rs. Tangible Trading Asset (at Averag e Value):
Land and Building
Plant and Machinery
Investment
Debtor
Stock
Cash at Bank
Less: External Liabilities: 3,00,000 1,80,000 1,00,000 3,30,000 2,00,000 75,000 11,85,000 munotes.in
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Financial Accounting
20 Workmen Compensation Fund
Workmen Profit Sharing Fund
Creditors
Other Liability
Capital E mployed 5,000 45,000 2,30,000 1,00,000 (3,80,000) 8,05,000
3. NRR = 12% (Given)
4. Number of years’ purchase = 3 years (Given)
5. Calculation for capitalised value of FMP:
FMPCapitalised Value of FMP =NRR
1,44,00012
= Rs. 12,00,000
6. Calculation of Goodwill by c apitalised of FMP Method:
Goodwill = Capitalised value of FMP – Capital Employed
= 12,00,000 – 8,05,000
= Rs. 3,95,000
Illustration 10: From the following Balance sheet of Prosperous Ltd. as at
31st Dec. 2015 and further informa tion, value goodwill at five -year
purchase of super profit based on average profit of last three years.
Liabilities Rs. Rs. Assets Rs. Rs. Share Capital: Fixed Assets:
Equity Capital 1,50,000 Goodwill 20,000 Preference
Capital 50,000 2,00,000 Machinery 2,10,000 Reserves and
Surplus: Land and
Building 1,20,000 General Reserves 2,60,000 Furniture 60,000 Profit and Loss
Account 15,000 2,75,000 Vehicles 90,000 5,00,000 Secured Loan 1,25,000 Stocks 55,000 Current
Liabilities: Debtors 1,00,000 Sundry Creditors 60,000 Cash and Bank
Balance 25,000 1,80,000 Bills Payable 30,000 Misc.
Expenditure 20,000 Outstanding Exp 10,000 1,00,000
7,00,000 7,00,000 munotes.in
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Valuation of Goodwill and Shares
21 (a) Profit (before tax)
For 2015 Rs. 1,11,000
For 2014 Rs. 1,05,000
For 2013 Rs. 99,000
(b) Machinery costing Rs. 10,000 purchased on 31st December,
2015 was wrongly charged to revenue.
(c) Normal return in similar business is 10% of the average net tangible
capital employed.
(d) Machinery, land and buildings have appreciated by 10% and 20%
respectiv ely. Furniture and vehicles have depreciated by 5% and
10% respectively. Outstanding expenses were up by Rs. 3,750.
(e) Provision for tax – 50%.
(f) Ignore additional depreciation effect on revalued figures of Assets.
Solution: Calculation of Average Profit
Year Profit Weight Product
2013 99,000 1 99,000 2014 1,05,000 2 2,10,000 2015 1,11,000 +
10,000 3 3,63,00 0 6 6,72,000 Total of product1. Weighted Average Profit = Total of weight6,72,000
6
1,12,000
2. Calculation of FMP:
Average profit before.tax
1,12,000
Less: Tax @ 50% (5,60,000)
FMP after tax 56,000
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Financial Accounting
22 3. Calculation of Capital Emplo yeyed:
Particulars Rs. Rs. Tangible Trading Assets (at value): Machinery [2,10,000 + 10,000 + 22,000] 2,42,000 Land and Building 1,44,000 Furniture 57,000 Vehicles 81,000 Stock 55,000 Debtors 1,00,000 Cash and Bank 25,000 7,04,000 Less: Sundry Creditors 60,000 Bills Payable 30,000 O/s Expe nses 13,750 Secured Loan (1,25,000) (2,28,750) Capital Employed 4,75,250
4. NRR = 10% (Given)
5. Normal years’ purchase = 5 years (Given)
6. Calculation of Normal Profits: NRRNormal profit = Capital Employed × 100104,75, 250100
= Rs. 47,525
7. Calculati on of super profits:
Super Profit = FMP – Normal Profit
= 56,000 – 47,525
= Rs. 8,475
8. Calculation for Goodwill by purchased super profit method:
Goodwill = Number of years’ purchase × Super Profit
= 5 × 8,475
= Rs. 42,375
1.4 VALUATION OF SHARES
In the case of shares quoted in the recognised Stock Exchanges, the
prices quoted in the Stock Exchanges are generally taken as the basis of
valuation of those shares. However, the Stock Exchange price s are munotes.in
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Valuation of Goodwill and Shares
23 determined generally on the demand supply position of the shares and
on business cycle. The London Stock Exchange opines that the Stock
Exchange may be linked to a scientifi c recording instrument which
registers not its own actions and options but th e actions and options of
private institutional investors all over the country/world. These actions
and options are the result of fear, guess work, intelligent or otherwise,
good o r bad investment policy and many other consideration. The
quotations what res ult definitely do not represent valuation of a company
by reference to its assets and its earning potential. Therefore, the
accountants are called upon to value the shares by foll owing the other
methods.
The value of share of a company depends on so many factors such as:
1. Nature of business.
2. Economic policies of the government.
3. Demand and supply of shares.
4. Rate of dividend paid.
5. Yield of other related shares in the stock exchange, etc.
6. Net worth of the company.
7. Earning capacity.
8. Quoted price of the shares in the stock market.
9. Profits made over a number of years.
10. Dividend paid on the shares over a number of years.
11. Prospects of growth, enhanced earning per share, etc.
1.5 NEED AND PURP OSE OF VALUATION OF SHARES
The need for valuation of shares may be felt by any co mpany in the
following circumstances:
1. For assessment of Wealth Tax, Estate Duty, Gift Tax, etc.
2. Amalgamations, Absorptions etc.
3. For converting one class of shares to another class.
4. Advancing loans on the security of shares.
5. Compensating the shareholder s on acquisition of shares by the
Government under a scheme of nationalisation.
6. Acquisition of interest of dissenting shareholder under the
reconstruction scheme, etc.
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Financial Accounting
24 1.6 FACTORS INFLUENCING VALUATION
The valuation of shares of a company is based, inter alia, on the following
factors:
1. Current stock market price of the shares.
2. Profits earned and dividend paid over the years.
3. Availability of reserves and future prospects of the comp any.
4. Realizable value of the net assets of the company.
5. Current and deferred liabilities for the company.
6. Age and status of plant and machinery of the company.
7. Net worth.of the company.
8. Record of efficiency, integrity and honesty of Board of Directors
and other managerial personnel of the company.
9. Quality of top and middle manageme nt of the company and their
professional competence.
10. Record of performance of the company in financial terms.
1.7 METHODS OF VALUATION OF SHARES
Certain methods have come to be re cognized for valuation of shares of a
company, viz., (1) Open market price; (2) Stock exchange quotation;
(3) Net assets basis; (4) Earning per share method; (5) Yield or return
method; (6) Net worth method; (7) Break -up value etc.
IDEAL VALUATION METHOD
The various methods of valuation of shares of a company as mentioned
above have their individual merits and demerits. Therefore, it has been
universally recognized that while valuing the shares of a company, it is
advisable not to depend upon any single method but to resort to a
combination of three well recognized methods, viz., market value
method, yield or return on investment method and net assets value
method for arriving at a fair and reasonable shares exchange ratio. While
doing this, due weightage sh ould be given to each method based on the
company’s performance and future prospects.
INTRINSIC VALUE METHOD
This method is also called as Assets backing method, Real value
method, Balance Sheet method or Break -up value methods. Under this
method, the net assets of the company including goodwill and non-
trading assets are divided by the number of shares issued to arrive at the
value of each share. munotes.in
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Valuation of Goodwill and Shares
25 If the market value of the assets is available, the same is to be considered
and in the absence of such informa tion, the book values of the assets
shall be taken as the market value. While arriving at the net assets, the
fictitious assets such as preliminary expenses, the debit balance in the
Profit and Loss A/c should not be considered. The liabilities payable to
the third parties and to the preference shareholders is to be deducted
from t he total asset to arrive at the net assets. The funds relating to
equity shareholders such as General Reserve, Profit and Loss Account,
Balance of Debenture Redemption Fund, Divid end Equalisation
Reserve, Contingency Reserve, etc. should not be deducted.
Illustration 11: From the information given below and the balance sheet
of Cipla Limited on 31st December, 2015, find the value of share by
Intrinsic value method.
Balance Sheet
Particulars Rs. Particulars Rs. 1000, 8% Preferential
Shares of 100 each fully
paid 1,00,000 Buildin gs 70,000
4,000 Equity shares ofRs. 100 fully paid 4,00,000 Furniture 3,000
Reserves 1,50,000 Stock (Market value) 4,50,000 Profit and Loss Account 5,10,000 Investment at cost 3,35,000 (Face valueRs. 4,00,000)
Credit ors 48,000 Debtors 2,80,000 Bank
Preliminary Exp 60,000 10,000 12,08,000 12,08,000
Building is now worth of Rs. 3,50,000 and the Preferential shareholders
are having prefere nce as to capital.
Solution: Valuation of Equity Share (Intrinsic Value Method)
Particulars Rs. Building 3,50,000
Furniture 3,000
Stock 4,50,000
Investment 3,35,000
Debtors 2,80,000
Bank 60,000
Total Assets 14,78,000
Less: Creditors (48,000)
Net Assets 14,30,000
Less: Preference Share Capital (1,00,000)
Asset s Available for equity shareholders 13,30,000 munotes.in
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Financial Accounting
26 Net assets available to Equity ShareholdersValue of equity share = No. of Equity Shares
13,30,000
4,000
= Rs. 332,5 Intrinsic value of each equity shares = Rs. 332.50
Yield Method
The valuation of shares under the Yield method may be done under two
categories:
(a) Return on Capital Employed Method: This methods is applied for
the purpose of valuation of the shares of majority shareholding. A
big investor is more interested in what the company earns a nd not
simply in what the company distributes. Even if the company does
not distribute 100% of its earning among its shareholders, it, as a
matter of fact, strengthens the financial position of the c ompany. The
value of the share under this method is calcu lated by the formula.
Return of Capital EmployedPaid - up value of sharesNormal Rate of Return
(b) Valuation on the Basis of Dividend: This method is more suitable
for valuation of small block of shares. The method of calculation is:
Expected Rate of DividendPaid - up value of sharesNormal Rate of Dividend
NORMAL RATE OF DIVIDEND
Illustration 12: The following particulars are available in respect of
Goodluck Limited.
a) Capital 450, 6% preference shares of Rs. 100 each fully paid and
4,500 equity shares Rs. 10 each fully paid.
b) External liabilities: Rs. 7,500.
c) Reserves and Surplus: Rs. 35,000.
d) The average expected profit (after taxation) earned by the company Rs.
8,500.
e) The normal profit earned on the market value of equity shares (full
paid) of the same type of companies is 9%.
f) 10% of the profit after tax is transferred to reserves.
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Valuation of Goodwill and Shares
27 Calculate the intrinsic value per equity share and value per equity share
according to dividend yield basis.
Assume that out of total assets, assets worth of Rs. 350 are fictitious.
Solution:
Intrinsic Value of Shares
Particulars Rs. 6% Preference Shar e Capital (450 × 10) 45,000 Equity Shares (4,500 × 10) 45,000 Reserves and Surplus 3,500 External Liabilities 7,500 Total Liabilities 1,01,000 As Total Liabilities = Tota1 Assets,
Tota1 Assets 1,01,000 Less: Fictitious A ssets (350) Externa l Liabilities (7,500) Preference Shares (45,000) 52,850 Net Assets Available for Equity Shareholders 48,150 Net assets Available for sharefolderInstrinsic Value of Share = Number of Equity Shares
48,150 = 4,500
Yield Basic = 10 ,70
Profit Available to Equity Shareholders
Particulars Rs. Average Profit after Taxation 8,500 Transfer to General Reserves (10%) (850) 7,650 Less: Preference Dividend (60% of 45,000) 2,700 Profit Available to Equity Shareholders (4,950)
4,9501045,00010%Rate of dividend
Rate of Dividend Value of Equity Share = Paid - up value of shareNormal Rate
11109
= Rs. 12.22
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Financial Accounting
28 Illustration 13: The capital structure of company as on 31st March, 2015
was as under:
Equity Share Capital 5,00,000 11% Preference Share Capital 3,00,000 12% Secured Debentures 4,00,000 Reserves 3,00,000
The company on an average earns a profit of Rs. 4,00,000 annual ly before
deduction of interest on Debentures and Income Tax, which works out to
45%. The normal return on equity shares on companies similarly placed is
15% provided.
(a) The profit after tax covered the fixed interest and fixed dividends at
least four times.
(b) Equity capital and reserves are 150% of debentures and preference
capital.
(c) Yield on shares is calculated at 60% of profits distributed and 5% on
undistributed profits.
The company is regularly paying an equity dividend of 18%. Ascertain
the value of equit y share of the company.
Solution:
Particulars Rs. Average Profit of the companies before Interest and Tax 4,00,000 Less: Debenture interest (12% of 4,00,000) (48,000 ) Profit after interest but before tax 3,52,000 Less: Tax @ 45% (1,58,400 ) Profit after Interest and Tax 1,93,600
Evaluation of Conditions given in the question:
(a) Profit after tax whether covers fixed interest and fixed dividend at
least four times. Profit after tax.
= 4,00,000 – 1,58,400 = 2,41,600 Fixed interest and fixed divide nd interest.
Interest 48,000
Fixed dividend 11% of 3,00,000 33,000
81,000
2, 41,600
81,0002.9827 times Fixed interest and dividend coverage is 2.98 times only and is less
than the prescrib ed 4 times.
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Valuation of Goodwill and Shares
29 (b) Whether equity capital and reserves are of 150% of preference share
capital and debentures.
Particulars Rs. Particulars Rs. Equity share Reserves 5,00,000
3,00,000 Preference share
Debentures 3,00,000
4,00,000
8,00,000 7,00,0 00
8,00,000Ratio 100 = 114.28%7,00,000