Joint Stock Companies Meaning of a Company A company is a voluntary and autonomous association of certain persons with capital divided into numerous transferable shares formed to carry out a particular purpose in common. It is an artificial person created by law to achieve the object for which it is formed. Section 3(1) (i) of the Companies Act, 1956 defines a company as “Company formed and registered under this Act or an existing company.” Share Capital No trading concern can run without capital. The divisions of share capital are: a) Nominal or Registered or Authorized Capital. The amount of capital with which the company intends to be registered is called registered capital. It is the maximum amount which the company is authorized to raise by way of public subscription. There is no legal limit on the extent of the amount of authorized capital. b) Issued Capital: That part of the authorized capital which is offered to the public for subscription is called issued capital. c) Subscribed Capital: That part of the issued capital for which applications are received from the public is called the subscribed capital. d) Called up Capital: The amount on the shares which is actually demanded by the company to be paid is known as called up capital. e) Paid up Capital: The part of the called up capital which is offered and is actually paid by the members is known as paid up capital. The sum which is still to be paid is known as calls in arrears. f) Reserve Capital. A company may determine by a special resolution that any portion of its share capital which has not been already called up shall not be capable of being called-up except in the event of winding up of the company. Such type of share capital is known as reserve capital. Application for Shares Whenever shares are to be issued by a company, an advertisement in a leading newspaper is given for the information of the general public alongwith some important extracts of the prospectus. Those who are interested to purchase the shares on the basis of that information may have the prospectus for detailed information and application form. If a person is satis- fied with the profitability and other things he is required to fill up the application form and to deposit this alongwith the requisite amount (known as application money) with the pre- scribed scheduled bank. The application money should at least be 5 per cent of the face value of the share. The scheduled bank will send this application money alongwith a list of appli- cants to the company. The company will ultimately record these in the “Application and Allotment Book” Allotment of Shares After receiving the applications the directors take steps to allot the shares. Allotment of shares means acceptance of the offer of the applicant for the purchase of shares. Directors have discretionary power either to reject or to accept partially the applications. There are no re- strictions on the rights of a private company to allot its shares. But the public company cannot allot its shares unless: a) i. The minimum subscription stated in the prospectus has been subscribed by the public. ii. A prospectus or a statement in lieu of prospectus has been filed with the Registrar before making the first allotment. b) iii. The amount of application, i.e., at least 5% of the face value has been received. The applicants, to whom shares are allotted, will be sent allotment letters. After allotment, they become the shareholders of the company. Those to whom shares could not be allotted will be sent a letter of regret along with refund of their application money. The shareholders will be required to pay the allotment money on allotment of shares which will also be re- corded in the Application and Allotment Book. Calls on Shares Out of the face value of the shares, 5% is payable with application, some money will be paid on allotment and rest money will be paid as and when calls are made by the company. Generally the prospectus gives the dates of different calls along with the amount of the calls by shareholders. In case it is not given in the prospectus, the directors have the discretion to call it in one call or more than one call. For this a resolution of the Board of Directors must be passed and a notice is sent to the shareholders with a request to pay the amount of the call. Journal Entries Sl no Particulars On Receipt of Application 1 Money Bank A/c To Share Application A/c For excess share application 2 money refunded Share Application A/c To Bank A/c For Share application money 3 transferred to share capital Share Application A/c To Share Capital A/c Amount Amount To Securities Premium A/c (if application money includes premium) For Share allotment Money 4 due Share Allotment A/c Discount on Issue of shares A/c Dr (if issued at a discount) To Share Capital A/c To Securities Premium (if issued at a premium) For Share allotment money 5 received Bank A/c Dr Calls-in-Arrear A/c Dr To Share Allotment A/c To Calls-in-Advance A/c (if call money received in advance alongwith allotment) 6 For Share Call money due Share Call A/c Dr. To Share Capital A/c 7 For Call money received Bank A/c Dr Call-in-Arrear A/c Dr. (if call money not received) Calls-in-Advance A/c Dr. (adjustment of share call money received earlier) To Share Call A/c 8 For forfeiture of shares Share Capital A/c Dr (No. of shares forfeited × Called up value per share) Securities Premium A/c Dr. (if issued at a premium and premium not received) To Calls-in-Arrear A/c (amount not received on forfeited shares) To Shares Forfeited A/c (amount received on forfeited shares) To Discount on Issue of Shares A/c (if issued at a discount) 9 For reissue of forfeited shares Bank A/c Dr (No. of Shares Reissued × Reissue Price/Share) Discount on Issue of Shares A/c Dr (No. of shares Reissued × Discount per share, if originally issued at a discount) Shares Forfeited A/c Dr. (No. of shares × Further discount on reissue) To Share Capital A/c (No. of shares Reissued × Paid up value per share) To Securities Premium A/c (if reissued at a premium) For transferring profit on 10 reissue of forfeited shares Shares Forfeited A/c Dr. (Profit on Forfeiture— Further discount on reissue of such forfeited share) To Capital Reserve Example 1 PK Ltd. made an issue of 10,00,000 equity shares of Rs. 10 each, payable Rs. 2 on application, Rs. 4 on allotment and Rs. 4 on call. All the shares are subscribed and amounts duly received. Pass journal entries to give effect to these. Also show relevant items in the Balance Sheet. P K Ltd. Journals Particulars Bank Account To Equity Share Application Account (Share application money on 10,00,000 equity shares @ Rs. 2 each received) Equity Share Application Account To Equity Share Capital Account (Share application money transferred to share capital account) Equity Share Allotment account To Equity Share Capital Account Amount Amount 2000 2000 (Share Allotment due on 10,00,000 shares @ Rs. 4 per share) Bank Account To Equity Share Allotment Account (Allotment money received) Equity Share First and Final Call A/C To Equity Share Capital Account 2,000 2,000 4,000 4,000 4,000 4,000 4,000 4,000 (Share 1st and Final Call due on 10,00,000 shares @ Rs.4/) Bank Account To Equity Sh. First and Final Call A/C 4,000 4,000 (For shares First and Final Call money received on 10,00,000 shares @ Rs. 4 per share) Balance Sheet of PK Ltd Liabilities Issued, Subscribed and Paid up Capital: 10,00,000 equity shares of Rs. 10 each fully called and paid up Amount Assets Cash at Bank Amount 10,000 10,000 10,000 10,000 When Both Preference and Equity Shares are Issued When a company issues both preference and equity shares then it is desirable that the entries for application money, allotment money and calls money should be separately passed for each type of share capital. The word Equity or Preference must invariably be used in all the circumstances. Issue of Shares for Purchase of Assets If the shares have been allotted to any person or firm from whom the company has pur- chased any asset, the following entry will be passed: Asset Account To Share Capital Account (Being shares allotted in consideration of purchase of an asset for the company) This fact should also be disclosed in the Balance Sheet while showing the issued, subscribed and paid up capital. Issue of Shares at Premium A company may issue shares at a premium, i.e., at a value greater than its face value. The power to issue shares at a premium need not be given in the Articles of Association. Premium so received shall be credited to a separate account called Securities Premium Account. Section 78 of the Companies Act, 1956 gives the purposes for which share premium account may be applied by the company. These are: 1) For the issue of fully paid bonus shares to the members of the company; 2) For writing off preliminary expenses of the company; 3) For writing off the expenses of the commission paid or discount allowed on any issue of shares or debentures of the company; and 4) For providing premium payable on the redemption of any redeemable preference shares or debentures of the company. Example 2 AB & Co. Ltd. issued 500, 00,000 Equity shares of Rs. 10 each at a premium of Rs 4 per share payable Re.1 per share on application. Rs. 6 per share on allotment (including premium), Rs.3 on first call and the balance on final call. The shares were all subscribed and all money due was received except the first call money on 1, 00,000 shares and the Final call money on 1, 50,000 shares. Give the Cash Book and Journal entries to record the above transactions. Solution 2 Cash Book Particulars Amount To Equity Share Application To Equity Share Allotment To Equity Share 1st Call To Equity Share Final Call Particulars Amount 500 By Balance c/d 6991 3000 1497 1994 6991 6991 Journals Sl no Particulars 1 Equity Share Application A/c Amount 500 500 To Equity Share Capital A/c 2 Equity Share Allotment A/c Amount 3000 To Equity Share Capital A/c 1000 To Securities Premium A/c 2000 3 Equity Share 1st Call A/c 1500 To Equity Share Capital A/c 4 Calls in Arrear A/c 1500 3 To Equity Share 1st Call A/c 5 Equity Share Final Call A/c 3 2000 To Equity Share Capital A/c 6 Calls in Arrear A/c 2000 6 To Equity Share Final Call A/c 7009 6 7009 Issue of Shares at a Discount (Section 79) A company can issue shares at a discount, i.e., value less than the face value subject to thefollowing conditions: 1) 2) 3) 4) 5) The issue of shares at a discount is authorised by a resolution passed by the company in general meeting and sanctioned by the Central Government. The resolution must specify the maximum rate of discount which should not exceed 10 per cent of the nominal value of shares or such higher percentage as the Central Government may permit. One year must have been elapsed since the date at which the company was allowed to commence business. Issue must take place within two months after the date of the sanction by the court or within such extended time as the court may allow. Every prospectus relating to the issue of shares and every balance sheet after the issue of shares contains particulars of the discount allowed and so much of the discount as has not been written off. Adjustment of Excess Money towards the Amount due on the Allotment and Calls Sometimes a Company may not allot all the shares for which applications have been received. Because of over subscription, allotment is either made of less number of shares or on pro-rata basis. For example, if the company offered 100,00,000 shares of Rs.l0 each but applications for 200,00,000 shares were received by company. The directors sent letters of regret to applicants of 50,00,000 shares and applicants of 150,00,000 shares were allotted the 100,00,000 shares on pro-rata basis. In such a case, application money of 50,00,000 shares will be adjusted either on allotment and on calls, if there is still surplus money after adjusting the allotment and call money due from shareholders it will be refunded in cash. Forfeiture of Shares When a shareholder fails to pay calls, the company, if empowered by its articles, may forfeit the shares. If a shareholder has not paid any call on the day fixed for payment thereof and fails to pay it even after his attention is drawn to it by the secretary by registered notice, the Board of Directors pass a resolution to the effect that such shares be forfeited. Shares once forfeited become the property of the company and may be sold on such terms as directors think fit. Upon forfeiture, the original shareholder ceases to be a member and his name must be removed from the register of members. Surrender of Shares After the allotment of shares, sometimes a shareholder is not able to pay the further calls and returns his shares to the company for cancellation. Such voluntary return of shares to the company by the shareholder himself is called surrender of shares. Surrender of shares has no separate accounting treatment but it will be like that of forfeiture of shares. The same entries (as are passed in case of forfeiture of shares) will be passed in case of surrender of shares. Reissue of Forfeited Shares Forfeited shares may be reissued by the company directors for any amount but if such shares are issued at a discount then the amount of discount should not exceed the actual amount received on forfeited shares. The purchaser of forfeited reissued shares is liable for payment of all future calls duly made by the Company. When all Forfeited Shares are not issued When all forfeited shares are not issued, i.e., only a part of such shares is issued, it is desirable to spread the amount of shares forfeited account on all such forfeited shares and of the amount relating to that part of forfeited shares which has been reissued, discount on reissue of shares should be deducted from such amount and the balance is transferred to capital reserve being capital profit. The amount relating to that part of shares forfeited account which has not been reissued should be shown on the liabilities side of Balance Sheet as Shares Forfeited Account. Example 3 A Company invited the public to subscribe for 10,000,000 Equity Shares of Rs.100 each at a premium of Rs. 10 per share payable on allotment. Payments were to be made as follows: On application Rs. 20; on allotment Rs. 40; on first call Rs. 30 and on final call Rs.20. Applications were received for 13,000,000 shares; applications for 2,000,000 shares were rejected and allotment was made proportionately to the remaining applicants. Both the calls were made and all the moneys were received except the final call on 300,000 shares which are forfeited after due notice. Later 200,000 of the forfeited shares were reissued as fully paid at Rs. 85 per share. Pass Journal entries. Solution 3 Sl no Particulars 1 Bank Account Amount 260000 To Equity Share Application Account Amount 260000 (Share application money received on 13,000,000 equity shares @ Rs.20 each) Equity Share Application 2 Account To Bank Account 40000 40000 (Application for 2,000,000 rejected) Equity Share Application 3 Account To Equity Share Capital Account 220000 200000 To Equity Share Allotment account 20000 (Share application money transferred to share capital account and excess money used for share allotment.) Equity Share Allotment 4 account To Equity Share Capital Account To Security Premium Account (Share Allotment due on 10,000,000 shares @ Rs. 40 per share as per the resolution of the Board of Directors) 5 Bank Account To Equity Share Allotment Account (Allotment money received) 6 Equity Share first call Account To Equity Share Capital Account (First call money due) Bank Account To Equity Share First call Account (First call money received) Equity Share Final Call 7 Account To Equity Share Capital Account (Share Final Call due) Equity Share Final Call 8 Account To Equity Sh. Final Call Account (Share Final Call due) 9 Bank Account 400000 300000 100000 380000 380000 300000 300000 300000 300000 3,00,000 3,00,000 200000 200000 194000 To Equity Sh. Final Call Account (Final Call money received except 300,000 Shares) 10 Equity Share Capital Account 194000 30000 To Equity Sh. Final Call Account To Forfeited share Account 6000 24000 (300,000 shares forfeited for non payment of final call money) Working Note: On 300,000 forfeited shares, the total amount forfeited is Rs. 24,000. For 200,000 such shares the amount will be (200,000/300,000) x 16,000 24,000 Less, Discount on 3,000 Reissue Transferred to Capital Reserve 13,000 Balance of Forfeited share account will be shown in balance sheet as ‘Forfeited Share Ac- count” in liability side Example 4 X Ltd. issued 10,000 Equity shares of Rs. 10 each at a premium of Rs. 2 per share, payable : Rs. 3 on application (including premium of Re. 1); Rs. 4 on allotment (including the balance of premium) and the balance in a call. Public subscribed for 12,000 shares. Excess application money was refunded. One shareholder Mr. A holding 50 shares paid the call money along with allotment. Another Mr. B failed to pay allotment & call on 30 shares. These shares were forfeited after the call and 25 of those were reissued at Rs. 9 each. Pass Journals and prepare the Balance sheet of the company. Solution 4 Sl no Particulars 1 Application Money Received Bank A/c Amount 36000 Amount To Equity Shares Application A/c Refund of excess application 2 money Equity Share Application A/c To Bank A/c Transfer of share application 3 to share capital Equity Shares Application A/c To Equity Shares Capital A/c To Securities Premium A/c 4 Allotment Money Due Equity Shares Capital A/c To Equity Share Capital A/c To Securities Premium A/c 5 Allotment Money Received Bank A/c [9,970×4 + 50×5] Calls-in-Arear A/c (30×4) To Equity Share Allotment A/c To Calls-in-Advance A/c 6 Share Call Money Due Equity Share Final call A/c 36000 6000 6000 30000 20000 10000 40000 30000 10000 40130 120 40000 250 50000 To Equity Share Capital A/c 50000 Call Money Received, Adjustment of Calls-in7 Advance Bank A/c (9,920×5) Calls-in-Arrear A/c Calls-in-Advance A/c 49600 150 250 (Received with Allotment, now adjusted) To Equity Shares First & Final Call A/c 8 Forfeiture of Shares Equity Share Capital A/c (30×10) Securities Premium A/c (30×1) To Calls-in-Arrear A/c To Shares Forfieted A/c 9 Reissue of Forfeited Shares Bank A/c (25×9) Shares Forfeited A/c (25×1) 50000 300 30 270 60 225 25 To Equity Shares Capital A/c Transfer of Profit on Reissue of 10 Forefeited shares Shares Forfeited A/c To Capital Reserve A/c 250 25 25 Profit on forfeiture Rs. 60 Therefore, Proportionate profit on 25 shares (those are reissued) = 60/30 ×25 = 50 Less : Discount on Reissue (25×1) = 25 Transfer to Capital Reserve 25 Liabilities Authorised Capital Called up & Paid up Capital 9,995 shares @ Rs. 10 each Securities Premium Shares forfeited A/c Capital Reserve Amount Amount Assets 10,000×10 1,00,000 Fixed Assets Amount Amount Investments Current Assets, Loans & 99,950 Advances 19970 Cash at Bank 119955 Miscellaneous Expenditure (to the extent not 10 written off) 25 119955 119955 Example 5 B Ltd issued 2,000 shares of Rs. 100 each at a premium of 10% payable as follows :On application Rs 20 (1st Jan. 2008). On allotment Rs.40 (including premium) (1st April 2008). On First Call Rs. 30 (1st June 2008). On Second & Final call Rs. 20 (1st Aug 2008). Applications were received for 1,800 shares and the directors made allotment in full. One shareholder to whom 40 shares were allotted paid the entire balance on his share holdings with allotment money and another share holder did not pay allotment and 1st call money on his 60 shares but which he paid with final call. Required: Calculated the amount of interest paid and received on calls -in- advance and calls in arrears respectively on 1st Aug. 2008. Solution 5 Calculation of Interest on Calls-in-advance On Rs. 1200 (i.e. 40 x Rs. 30) for 2 months @ 6% p.a. On Rs. 800 (i.e. 40 x Rs.20) for 4 months @ 6% p.a. Calculation of Interest on Calls-in-arrears On Rs. 2400 (i.e. 60 x Rs. 40) for 4 months @ 5% p.a On Rs. 1800 (i.e. 60 x Rs.30) for 2 months @ 5% p.a. Rs. 12 Rs. 16 28 Rs. 40 Rs. 15 55 Example 6 A limited Company was registered with a capital of Rs. 5,00,000 in share of Rs. 100 each and issued 2,000 such shares at a premium of Rs.20 per share, payable as Rs.20 per share on application, Rs. 50 per share on allotment (including premimu) and Rs. 20 per share on first call made three months later. All the money payable on application, and allotment were duly received but when the first call was made, one shareholder paid the entire balance on his holding of 30 shares, and another shareholder holding 100 shares failed to pay the first call money. Required: Give Journal entries to record the above transactions and show how they will apperar in the company’s Balance Sheet. Second Call @ Rs. 30 per share. Solution 6 Particulars Bank A/c To Share Application A/c [Being the issue of 2,000 shares and application money received @ Rs 20 per share] Share Application A/c To Share Capital A/c [Being the transfer of application money on 2,000 shares @ Rs. 20 per share to Share Capital A/c) Share Allotment A/c To Share Capital A/c To Securities Premium A/c [Being the allotment mony on 2,000 shares @ Rs 50 including premium made due) Bank A/c To Share Allotment A/c [Being the allotment money on 2,000 shares @ Rs. 50 per share received) Share First Call A/c To Share Capital A/c [Being the first call mony on 2,000 shares @ Rs 20 per share made due) Bank A/c To Share First Call A/c To Call-paid-in-advance A/c (Being the first call money on 1,900 shares @ Rs. 20 per share and share Second call money on 30 shares @ Rs. 30 per share received) Amount Amount 40000 40000 40000 40000 100000 60000 40000 100000 100000 40000 40000 38900 38000 900 Liabilities Amount Amount Assets Authorised Capital 5,000 shares of Rs.100 each Current Assets, Loans 500000 & Advances Issued Capital 2,000 shares of Rs. 100 each 200000 Cash at Bank Subscribed Capital 2,000 shares of Rs.100 each Rs. 70 per share Capital paid up Less: Calls Unpaid Reserves & Surplus: Securities Premium Current Liabilities Calls paid-in-advance 140000 2000 Amount Amount 1,78,900 138000 40000 9000 178900 178900 Example 7 B Ltd purchase the assets of Rs. 10, 80,000 from C Ltd. The consideration was payable in fully paid equity shares of Rs. 100 each. Required: Show the necessary journal entries in books of B Ltd. assuming that — a) Such shares are issued at par b) Such shares are issued at premium of 20% c) Such shares are issued at discount of 10% Solution 7 Particulars Sundry Assets A/c To C Ltd. Amount Amount 10,80,000 10,80,000 [Being the purchase of assets from Y Ltd. as per agreement dated...) Case (a) When Shares are issued at par C Ltd. To Equity Share Capital A/c 10,80,000 10,80,000 (Being the issue of 10,800 shares at par to C Ltd. as per agreement dated...) Case (b) When Shares are issued at a premium of 20% C Ltd. To Equity Share Capital A/c To Securities Premium A/c 10,80,000 900000 180000 (Being the issue of 9,000 shares at 20% premium to C Ltd. as per Board’s Resolution dated...) Case (c) When Shares are issued at a discount of 10% C Ltd. Discount on Issue of Shares A/c To Equity Share Capital A/c (Being the issue of 12,000 shares at a discount of 10% to 10,80,000 120000 1200000 C Ltd., as per Board’s Resolution dated...) A. Amount to be paid (Rs) B. Issue Price Per Share (Rs) C. No. of Shares to be issued (A/B) At Par 10,80,000 100 10,800 At a Premium 10,80,000 120 9,000 At a Discount 10,80,000 90 12,000 Example 8 SOS Limited issued a prospectus inviting applications for 6,000 shares of Rs. 10 each at a premium of Rs 2 per share, payable as follows; On application Rs 2 per share; On allotment Rs 5 per share (including premium): On 1st call Rs 3 per share; On Second and Final Call Rs 2 per share., Applications were receive for 9,000 shares and allotment was made prorata to the applicants of 7,500 shares, the remaining applicants were refused allotment. Money overpaid on applications was applied towards sums due on allotment. D to whom 100 shares were allotted, failed to pay the allotment money and on his subsequent failure to pay the first call, his shares were forfeited. Z, the holder of 200 shares, failed to pay both the calls, and his shares were forfeited after the second and final call. Of the shares forfeited 200 shares were sold to C credited as fully paid up for Rs 8.50 per share, the whole of D’s shares being included. Required: Show Journal and Cash Book entries in the books of the company. Solution 8 Cash Book Particulars To Share Capital: (Rs. 2 on 9,000 shares) To Share Allotment a/c (allotment money received) To Share 1st Call a/c (Rs. 3on 5,700 shares) To Share 2nd & Final Call a/c To Share Capital a/c (Rs. 8.50 on 200 shares) Particulars Share Application A/c To Share Capital (Being Share application money transferred to Share Capital Account) Share Application A/c To Share Allotment A/c (Being Share application money at Rs.2 on 1,500 shares adjusted against allotment.) Share Allotment A/c To Share Capital A/c To Securities Premium A/c [Being the allotment money due] Share First Call A/c To Share Capital A/c [Being the first call money due] Share Capital A/c Rs 18,000 Particulars By Share Application a/c Rs 3,000 26,550 By Balance c/d 71,750 17,100 11,400 1,700 74,750 74,750 Amount Amount 12000 12000 3000 3000 30000 18000 12000 18000 18000 800 Securities Premium A/c To Forefeited Share A/c To Share Allotment A/c To Share First Call A/c 200 250 450 300 [Being 100 shares of Rs. 10 each, Rs. 8 per Share called up, forfeited for non payment of allotment and first call ] Share Second and Final Call A/c To Share Capital A/c Share Capital A/c To Forfeited Share A/c To Share First Call A/c To Share Final Call A/c [Being 200 shares of Rs. 10 each forfeited for nonpayment of first and final call] Forfeited Share A/c To Share Capital A/c [Being 200 shares re-issued] Forfeited Share A/c To Capital Reserve A/c 11800 11800 2000 1000 600 400 300 300 450 450 [Being the transfer of profit on re-issue] Calculation of the amount due but no paid on allotment in Case of D. No. of applied Shares by Mr. D. (100 x 7500/6,000) 12 5 Professor Vipin 2014 Total money sent on application by Mr. D. (125 x 2) Rs. 250 Excess application money [ Rs 250 - (100 x Rs. 2)] Rs. 50 Total amount due on allotment ( 100 x Rs. 5) 500 Amount due but not paid on allotment (Rs. 500 —Rs 50) Rs.450 (ii) Calculation of allotment money received later on Total allotment money due Less (a) Already received (b) Not received (as per note 1) Rs. 30,000 Rs. 3,000 Rs. 450 3,450 26,550 www.VipinMKS.com Page 20