Chapter - 6 Accounting for Share Capital Meaning of company: According to section 3 (1) (I) of the companies act, 1956 defines a company as ‘’a company formed & registered under this act or an existing company’’ Feature of company: - 1. It is an artificial person created through a process of law. 2. It has a separate legal entity from its shareholders. 3. It is not affected by death, lunacy or bankrupt of its members. 4. Liabilities of the member of the company is limited 5. The shares of a company are transferable. 6. A company is managed by their elected representatives. 7. Every company it has its own common seal. Incorporation of a Company: - The procedure includes: - 1. Promotion: - a person or a group of person conceive an idea of a business & agree to start the business in the form of a company. These persons are called promoters. 2. Incorporation or registration: -the promoters need to submit the following documents: I. Memorandum of association: - it is a charter of the company that defines the company’s relation with the outside & the business. II. Article of association: - it regulates the internal administration of the company. III. Concept to act as director IV. Notice of address of the registration office V. Declaration to the effect that all the requirements of the act in respect of incorporation have been complied with 3. Capital subscription: - the company issue shares to the allots 4. Certificate to commerce business: - a public company can commence business only after obtaining the certificate for commencement of business from register of companies. Share capital of a company: - 1. Authorized share capital: - it is stated in memorandum of association & called minimum share capital that a company can issue 2. Issued share capital: - it is a part of authorized share capital that is issued for subscription by the company 3. Subscribe share capital: - it is a part of issued share capital which is applied for subscription 4. Called up share capital: - it is the amount of nominal value of share that has been called up by the company for payment by the subscribers towards the shares. 5. Paid up capital: - it is a part of called up capital that the members of the company have paid. Reserve capital: - it is a part of subscribe capital remaining uncalled that a company resolves by special resolution, not to call except in the approved circumstance. Example: - the particulars of the share capital of x LTD. Are: 1. The authorized capital is Rs. 10, 00,000 divided into equity shares of Rs. 10 each 2. 1, 20,000 equity shares were allotted in payment of a plant purchased by the company 3. 60, 000 equity shares were allotted in payment of cash, on which Rs. 8/ share was called up. The amount on 40, 000 equity share was received at Rs. 8 per share & 6 Rs. Per share on 20, 000 equity share. State the amount of different classes of share capital: - Solution: - SHARE CAPITAL Authorized capital 1, 00,000 shares @ Rs. 10 each 10, 00,000 issued capital 80, 000 shared issued fully paid for consideration 2, 00,000 60, 000 shares issued for cash 6, 00,000 8, 00,000 Called up capital 20, 000 shares of Rs. 10 each Fully paid for consideration 2, 00,000 60, 000 shares of Rs. 10 each 4, 80,000 Rs. 8 called up; paid up 6, 80,000 Less: call in arrears on 40, 000 20, 000 shares Rs. 2/share 6, 40,000 An Extract of Balance Sheet: Liabilities Share capital: Authorized capital ……… Equity share of Rs…….each ……… Preference share of Rs……...each Rs. Rs. Issued capital: …….. Equity share of Rs…….each ……… Preference share of Rs……each Subscribed, called up capital & paid up capital: …….. Equity shares of Rs……each, Rs……..called up ……… Preference shares of Rs……each, Rs…….called up Less: calls unpaid Add: forfeited share Kinds of share Preference shares: - preference shares are the shares that carry following two rights: - 1. Right of dividend to be paid as-fixed amount 2. Repayment of capital on winding up of company. Classes of preference shares: - 1. With reference to dividend: - A. Cumulative preference shares: - they are those shares which carry right to receive arrears of dividend before dividend id paid to the equity share holders. B. Non cumulative preference shares: - they are those which do not carry right to receive arrears of dividend 2. With reference to participation in profits: - A. Participating preference shares: - they have a provision that after dividend has been paid at the right to participate in the remaining profits. B. Non- participating preference share: - they do not carry right to participate in the profits remaining. 3. With reference to convertibility: - A. Convertible preference shares: - they are those shares which carry a right be converted into equity shares. B. Non-convertible preference shares: - they do not carry a right to be converted into equity shares. 4. With preference to redemption: - A. Redeemable preference shares: - they are those shares, the amount of which can be returned by the company to the holders of such shares after the time specified. B. Irredeemable preference shares: - they are those shares the amount of which cannot be returned by the company to the holders. Equity shares: - these are shares which do not enjoy any preferential rights. They may get higher dividend if the profit are large & may no profits. ISSUE OF SHARE Accounting treatment: - 1. Issue of share for cash I. Share payable in lump sum. For receiving share application money Sr. Particulars no. Amount L.F Bank a/c Dr. …….. To share application a/c Cr. ……….. For allotment of shares Sr. Particulars n o . Amount L.F Dr. Cr. Share application a/c …….. To share capital a/c II. 1. ……….. Share payable in installment. Application money Bank a/c To share application a/c 2. Allotment of shares Share application a/c To share capital a/c 3. Amount due on allotment Share allotment a/c To share capital a/c 4. Receipt of allotment money Bank a/c To share allotment a/c 5. First call bring due Share first call a/c To share capital a/c 6. Receipt of first call Bank a/c To share first call a/c Terms of Issue of Shares: - 1. Issue of share at par: - shares are said to have been issued at par when an applicant has to pay sum equal to the face value of share I.e. issue price Rs. 10 & face value is also Rs. 10 2. Issue of share at premium (section 78): - here shares are issued at an amount more than the face value Example a Rs. 10 share may be issued at Rs. 15 Utilization of securities premium: - section 77A & 78 of the companies act restrict the use of the amount collected as premium on securities a following propose: I. Issuing fully paid bonus shares to the members II. Writing off preliminary expenses of company III. Writing off the expenses of or the communication paid or discount allowed on any issue of securities or debentures of the company IV. Providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company V. In purchasing its own shares [section 77A] 3. issue of shares at a discount: - when shares are issued at a price less than its face value For Ex. 10 Rs. Share is issued for Rs. 9 Sr. Particulars n Amount L.F Dr. o . Share allotment a/c …….. Discount on issue of share a/c …….. Cr. To share capital a/c ………. OVER SUBSCRIPTION OF SHARES When number of shares applied for is more than the number of shares offered for subscription, it is called over subscription of shares Three alternatives are available: - I. Rejection of application: - for Ex. Application is invited for 50, 000 shares & application received are for 70, 000 shares I.e. 20, 000 are in excess are not accepted & their application money is refunded. II. Application may be allotted shares in fixed proportion called prorate allotment III. A combination of I & II alternatives Example: ABC co. was registered with an authorized capital of Rs. 10, 00,000 dividend into 1, 00,000 shares of Rs. 10 each. The company offered 60, 000 shares to the public which were payable Rs. 2/ share on applications, Rs. 4 per share on allotment & the balance when required application for Rs. 92, 000 shares were received on the directors allotted as: Applicant for 40, 000 share—full Applicant for 50, 000 share—40% Applicant for 2, 000 share—NIL Rs. 1, 72,000 was realized on a/c of allotment money (excluding the amount carried from application money) Show the journal entries recording the above. Journal Sr. Amount n Particulars o Dr. Cr. L.F . Bank a/c (9200 x 2) 1, 84,000 To share application a/c 1, 84,000 1. Share application a/c 2. 3. 4. 1, 84,000 To share capital a/c (60000 x 2) 1, 20,000 To bank a/c (2000 x 2) 4, 000 To share allotment a/c 6, 000 Share allotment a/c 2, 40,000 To share capital a/c Bank a/c 2, 40,000 1, 72,000 To share allotment a/c 1, 72,000 Working notes: Application received On 50, 000 shares @ 2/shares Less: application money due on 1, 00,000 Share allotted [40% of 0, 000] x 2 40, 000 Excess amount adjusted towards allotments 60, 000 Calculation of amount received an allotment later Total allotment money due (60, 000 x 4) Less: allotment money received earlier 2, 40,000 60,000 1, 80,000 Less: allotment money not received on 2000 shares @ 4% share 8,000 Allotment money received 1, 72,000 UNDER SUBSCRIPTION OF SHARES If the number of shares applied for is less than the number of shares offered Example: ABC Ltd. Invited application for issuing 40, 000 equity shares of Rs. 10 each. The amount was payable as follow: On application Rs. 3 per share On allotment Rs. 4 per share On 1st and final call Rs. 3 per share Applications were received for 35, 000 shares and allotment was made to all Ashok to whom 1000 share were allotted failed to pay the allotment money and final call. Journal Amount Date Particulars L.F. Dr. Bank a/c Cr. 1,05,000 1,05,000 To equity share application a/c Equity share application a/c 1,05,000 1,05,000 To equity share capital a/c Equity share allotment a/c 1,40,000 1,40,000 To equity share capital a/c Bank a/c 1,36,000 1,36,000 To equity a/c Equity share 1st & final call a/c 1,05,000 1,05,000 To equity share capital a/c Bank a/c 1,00,500 1,00,500 To equity share capital a/c Working notes: 1. Amount due on allotment 1, 40,000 Less: allotment money not paid by Ashok (1000 x 4) 4,000 1, 36,000 2. Amount due on 1st & final call Less: first call money not paid by Ashok & Sohan 1, 05,000 On 1500 shares (1000+500) @ 3/share 4,500 1, 00,500 CALLS IN ARREAR If a shareholder makes a default in depositing the call amount due on allotment the amount not so deposited is called calls in arrear Table A shall apply which provides for interested at 5 % p.a. Accounting treatment of calls inn arrear: - I. Without opening calls in arrear account: - the amount received from the shareholders is created to the relevant call amount & the various call account will show debit balance equal to the total unpaid amount of each call Example: if first call money at Rs. 2per share on 10, 000 shares is called but out of this first call money on 900 shares is only received, then under this method Sr. Particulars Amount n L.F Dr. Cr. o . Share first call a/c 1. To share capital a/c 2. Bank a/c 20, 000 20, 000 19, 000 To share first call a/c 19, 000 Share first call a/c Date Particulars J.F. To Share Capital Rs. 20, 000 Date Particulars J.F. By Bank 19, 000 By Balance C/D 1, 000 20, 000 II. Rs. 20, 000 by opening calls in arrear account In same example as in case (I) Sr. Particulars n Amount L.F Dr. Cr. o . Calls in arrear a/c To share first call a/c 1, 000 1, 000 The debit balance of calls in arrear a/c is shown as deduction form called up capital on liabilities side of balance sheet Accounting entries: 1. On non-receipt of call till the day: Sr. Particulars n Amount L.F Dr. Cr. o . Calls in arrear a/c ……. To relevant call a/c 2. …….. On receipt of calls in arrear: Sr. Particulars n Amount L.F Dr. Cr. o . Bank a/c ……. To calls in arrear a/c 3. …….. On making due the interest Sr. Particulars n o . Amount L.F Dr. Cr. Bank a/c ……. To sundry member a/c …….. CALLS IN ADVANCE: When allotter pay money before call is due Table A apply and the company is liable to pay interest @ 6% on calls in advance. 1. Accounting entries: - A. When interest is paid in cash: Sr. Particulars n Amount L.F Dr. Cr. o . Interest on calls in advance a/c ……. To bank a/c B. …….. When interest is o/s Sr. Particulars n Amount L.F Dr. Cr. o . Interest on calls in advance a/c To o/s interest a/c 2. Share issued for consideration other than cash: ……. …….. Journal I. On purchase of assets: Sr. Particulars n Amount L.F Dr. Cr. o . Sundry assets a/c ……. To vendors a/c II. …….. On purchase of business: Sr. Particulars n Amount L.F Dr. Cr. o . Sundry assets a/c III. ……. To liabilities a/c …….. To vendors a/c …….. To capital reserve a/c ……… On issue of share A. If share are issued at par Sr. Particulars n o . Amount L.F Dr. Cr. Vendors a/c ……. To share capital a/c B. …….. If share are issued at premium: Sr. Particulars n Amount L.F Dr. Cr. o . Vendors a/c ……. To share capital a/c …….. To securities premium a/c C. If shares are issued at discount: Sr. Particulars n Amount L.F Dr. Cr. o . Vendors a/c ……. Discount on issue of share a/c ……. To share capital a/c …….. FORFEITURE OF SHARES Forfeiture of shares means cancelling the shares for non-payment of calls due as a final action against the defaulting shareholders Accounting entry: Sr. Particulars Amount n L.F Dr. Cr. o . Share capital a/c ……. To forfeited shares a/c …….. To various unpaid call a/c ……… Or Calls in arrear Example: suppose 1000 equity shares of Rs. 10 each are to be forfeited for non- payment of the first call. The amounts payable were Rs. 3 on application, Rs. 3 on allotment, Rs. 2 on first call & balance on second & final call. Journal Sr. Particulars n Amount L.F Dr. Cr. o . Equity share capital a/c (1000 x 8) 8, 000 To forfeiture shares a/c 6, 000 To calls in arrear a/c 2, 000 Case I forfeiture of shares issued at par The above illustration is an example of it Case II forfeiture of shares issued at premium Journal a. If premium has been received Sr. Particulars n Amount L.F Dr. Cr. o . Share capital a/c b. ……. To share allotment a/c …….. To share call a/c ……… To share forfeited a/c ……… If premium had not been received Sr. Particulars n Amount L.F Dr. Cr. o . Share capital a/c Security premium a/c ……. …….. To share allotment a/c …….. To share call a/c …….. To forfeited shares …….. Example: ABC Ltd. Issued 10, 000 equity shares of Rs. 10 each at Rs. 12 per equity share. The amount was payable as Rs. 3 on application Rs. 4 on allotment (including premium) Rs. 3 on first call Rs. 2 on final call The company did not make the final call, Mohan, holder of 250 equity shares failed to pay allotment & first call money. Directors forfeited his shares. Give journal entry: Journal Sr. Particulars Amount n L.F Dr. Cr. o . Share capital a/c (250 x 8) ……. Securities premium a/c (250 x 2) …….. To forfeited shares a/c (250 x 3) ……. To share allotment a/c (250 x 4) ……. To share first call a/c (250 x 3) ……. Case III forfeiture of shares issued at discount Journal Sr. Particulars n Amount L.F Dr. Cr. o . Share capital a/c ……. To discount on issue of shares a/c …….. To various call a/c …….. Forfeited share a/c …….. Example: X Ltd. Invite applications for 10, 000 equity shares of Rs. 100 each at a discount of 10 % payable as follow: Rs. 25 on application Rs. 30 on allotment Rs. 35 on first & final call Whole of the issue was subscribed & paid for except the final call on 100 shares which were forfeiture by the company. Journal Sr. Particulars n Amount L.F Dr. Cr. o . Share capital a/c ……. To forfeited shares a/c …….. To discount on issue of shares a/c …….. To share first & final calls a/c ……… Reissue Of Forfeited In case of shares reissued at pat Sr. Particulars n o Amount L.F Dr. Cr. . Bank a/c ……. To share capital a/c …….. In case they are issued at a discount the discount cannot excess the amount that has been received & forfeited Sr. Particulars n Amount L.F Dr. Cr. o . Bank a/c ……. To share capital a/c …….. If forfeited shares are issued at premium Sr. Particulars n Amount L.F Dr. Cr. o . Bank a/c ……. To share capital a/c …….. To securities premium a/c …….. When share belonging to pro-rata category are forfeited: In determining the amount in arrears on allotment, follow the steps: - 1. Calculate total shares applied for by the shareholder whole shares are being forfeited Total share applied x share allotted by the company to the shareholders Total shares allotted 2. Multiply the number of shares as calculated in (I) with the amount due of application money 3. Deduct from the application money received the amount due on application with the help of shares allotted. 4. Calculated the amount due on allotment & deduct from it the amount sent in advance with application Example: a company offered 10, 000 shares Rs. 10 each payable as Rs. 2 on application, Rs. 3 on allotment, Rs.3 on first call and Rs. 2 on the final call. The public applied for 15, 000 shares. The shares were allotted in a pro-rata basis to the application of 12000 shares. All shareholders paid the allotment money except one shareholder. Who was allotted 200 shares? These shares were forfeited. The first call was made thereafter. The forfeited shares were reissued @ Rs. 9 per share Rs. 8 paid up. The final call was not yet made. You are required to prepare the cash book & pass the journal entries. Journal Date Particulars L.F. Amount Dr. Share application a/c Cr. 24, 000 20, 000 To share capital a/c 4, 000 To share allotment a/c Share application a/c 30, 000 30, ,000 To share capital a/c Share capital a/c 1, 000 520 To share allotment a/c 480 To forfeited shares a/c Share first call a/c 29, 400 29, 400 To share capital a/c Forfeited share a/c 480 480 To capital reserve a/c CASH BOOK (Bank Column Only) Dr. Cr. To share application 30, 000 By share application (3000 x 2) 6, 000 To share allotment 25, 480 By balance c/d 80, 680 To share first call 29, 400 To share capital 1, 600 To securities premium 200 86, 680 86, 680 Working notes: 1. 10, 000 shares were issued to the applications for 12, 000 shares ∴ Ratio of allotment = 5: 6 One who has allotted 5 shares had applied for = 6 shares ∴ A shareholder who was allotted 200 shares had applied for 6/5 x 200 = 240 shares Total application money paid by shareholders On 240 shares applied for @ Rs. 2 per share 480 Less: application money on 200 shares allotted Transferred to share capital Advance to be adjusted against share capital Allotment money due on 200 shares @ 3 per share Less: advance adjusted Allotted money in arrears (600 – 80) 2. 400 80 600 80 520 Calculation of allotment money received later on: Allotment money due (gross) Less: advance adjusted (2000 x 2) 30, 000 4, 000 26, 000 Less: allotment money in arrears (W.N.1) Amount received on allotment 520 25, 480 Private placement of shares: - it implies issues & allotment of shares to a selected group of persons privately & not to public in general. Preferential allotment: - it is one that is made at a pre-identified people such as promoters, venture capitalist. Sweat equity shares: - it means equity shares issued by a company to its employees of directors at a discount or for consideration other than cash for providing know how or making available nights in the nature of intelligent property. Employee stock option scheme: - it means a scheme under which the company grants option to an employee to apply for share of the company at a predetermined price. Buy-back of shares: - it means purchasing of own share s by the company. Sources of funds for buy-back: - 1. Free resources 2. Securities premium a/c 3. The proceeds of any shares or other specified securities.