Correct option is D
Based on Accounting Standard (AS) 14, "Accounting for Amalgamations" (or Ind AS 103, which now governs business combinations in India), for an amalgamation to be considered "in the nature of merger," several specific conditions must be met. If any of these conditions are not met, the amalgamation is treated as "in the nature of purchase."
Evaluating each statement:
· A. All the assets and liabilities of the transferor company are taken over by the transferee company. This statement is correct for an amalgamation in the nature of merger. One of the primary conditions is the complete transfer of all assets and liabilities.
· B. Shareholders holding not less than 95% of the face value of the equity shares of the transferor company become equity shareholders of the transferee company. This statement is incorrect. The threshold specified for an amalgamation in the nature of merger is not less than 90% of the face value of the equity shares of the transferor company (excluding shares already held by the transferee company or its subsidiaries/nominees).
· C. Payment of purchase consideration may be made in cash per share. This statement is incorrect. For an amalgamation to be in the nature of a merger, the consideration for the amalgamation must be discharged wholly by the issue of equity shares of the transferee company to the equity shareholders of the transferor company. Cash may only be paid in respect of any fractional shares.
· D. Journal entries for recording the merger are passed by pooling of interest method. This statement is correct. When an amalgamation is in the nature of a merger, the pooling of interests method of accounting is used.
· E. The business of the transferor company is not intended to be carried on by the transferee company. This statement is incorrect. Another crucial condition for an amalgamation to be in the nature of a merger is that the business of the transferor company is intended to be carried on by the transferee company after the amalgamation.
Therefore, the incorrect statements are B, C, and E.