Preparation of Minutes of Meeting

The minutes of a meeting are the official written record of the discussions, decisions, and actions taken during a formal meeting. They provide a comprehensive account of the key points deliberated and serve as a reference for participants and stakeholders. Properly documented minutes are vital for legal compliance, organizational transparency, and tracking progress.

Purpose of Minutes of Meeting:

  1. Documentation: Minutes capture the essence of the meeting, including the agenda, discussions, and resolutions.
  2. Accountability: They ensure that responsibilities assigned during the meeting are tracked and executed.
  3. Reference: They act as an official record for reviewing past decisions and actions.
  4. Legal Compliance: For corporate meetings, such as board or shareholder meetings, minutes are a legal requirement under company law.

Structure of Minutes

  1. Header: Includes the meeting title, date, time, venue, and type (e.g., board meeting, annual general meeting).
  2. Attendance: Lists the names of participants, including those present, absent, or excused.
  3. Agenda Items: Summarizes the topics discussed during the meeting.
  4. Discussion Points: Provides a brief overview of key points raised by participants.
  5. Decisions Made: Records resolutions, approvals, or actions agreed upon.
  6. Action Items: Details the tasks assigned, responsible persons, and deadlines.
  7. Conclusion: Notes the meeting’s end time and the date of the next meeting, if applicable.

Steps to Write Effective Minutes:

  1. Prepare Before the Meeting: Familiarize yourself with the agenda and distribute it to attendees in advance.
  2. Record Key Points: Focus on capturing essential details like decisions, action points, and deadlines. Avoid unnecessary commentary.
  3. Use Clear Language: Write in a concise, formal, and neutral tone to ensure clarity.
  4. Organize Chronologically: Follow the sequence of the agenda items discussed.
  5. Review for Accuracy: Cross-check with meeting participants or the chairperson to confirm the accuracy of the notes.

Benefits of Maintaining Minutes:

  1. Transparency: Minutes foster an environment of openness and accountability in decision-making.
  2. Continuity: They provide continuity for participants who may not have attended the meeting, keeping them informed.
  3. Dispute Resolution: Official records can clarify misunderstandings or resolve disputes.
  4. Audit Trail: They serve as evidence for audits, legal matters, or regulatory inspections.

Best Practices

  1. Use Templates: Employ a consistent format or template for uniformity.
  2. Timely Circulation: Share minutes promptly to ensure tasks are started on time.
  3. Digital Archiving: Store minutes electronically for easy retrieval and backup.

Resident Director, Independent Director

Companies Act, 2013 introduces various provisions to strengthen corporate governance and transparency in Indian companies. Among these, the roles of Resident Director and Independent Director are pivotal in ensuring compliance with legal obligations, maintaining ethical standards, and protecting the interests of shareholders. Both these positions come with distinct responsibilities and qualifications, and they are crucial for the smooth functioning of the corporate sector.

Resident Director

Resident Director was introduced by the Companies Act, 2013 to ensure that at least one director of every company resides in India for a significant period, thereby maintaining a connection to the local regulatory environment. This requirement applies to all types of companies, whether public, private, or foreign, and aims to ensure that companies are easily accountable to Indian regulatory authorities.

  1. Definition and Legal Requirement

According to Section 149(3) of the Companies Act, 2013, every company must have at least one director who has stayed in India for a total period of not less than 182 days in the previous calendar year. This director is referred to as the Resident Director. The law ensures that there is at least one individual in the company’s management who is familiar with Indian regulations, available to address local issues, and can liaise with Indian regulatory bodies.

  1. Qualifications of a Resident Director

The Act does not prescribe specific qualifications for a Resident Director other than the residency requirement. Any individual who is capable of being appointed as a director under the provisions of the Companies Act, 2013 can serve as a Resident Director, provided they meet the residency criterion. They should not be disqualified under Section 164 of the Act, which deals with disqualifications for appointment as a director, such as being of unsound mind, an undischarged insolvent, or convicted of a criminal offense.

  1. Duties of a Resident Director

While a Resident Director is expected to fulfill the duties of a regular director, their specific responsibility is to ensure that the company remains compliant with Indian laws and regulations. Their duties include:

  • Ensuring the company’s adherence to corporate governance norms.
  • Facilitating communication with regulatory authorities in India.
  • Ensuring the timely filing of statutory documents such as annual returns and financial statements with the Registrar of Companies (ROC).
  • Providing guidance on regulatory changes and ensuring the company adjusts its practices accordingly.
  1. Consequences of Non-compliance

If a company fails to appoint a Resident Director, it may face penalties under the Companies Act. The company and its officers could be fined or penalized for violating Section 149(3) of the Act. Additionally, failure to comply with this requirement could result in greater scrutiny from regulatory authorities.

Independent Director

An Independent Director plays a key role in enhancing corporate accountability and protecting shareholder interests by maintaining a degree of independence from the company’s management. Their presence on the board helps ensure that decisions are made objectively, without undue influence from company insiders, and in alignment with good governance practices.

  1. Definition and Legal Framework

An Independent Director is defined under Section 149(6) of the Companies Act, 2013. They are non-executive directors who do not have any material or pecuniary relationship with the company, its directors, or its promoters, except for receiving director’s remuneration. They must also meet specific qualifications and follow a code of conduct as outlined in the Companies Act and the rules of the Securities and Exchange Board of India (SEBI) for listed companies.

Independent Directors are typically required in listed companies and certain other large public companies. SEBI’s Listing Obligations and Disclosure Requirements (LODR) regulations mandate that a specified proportion of the board must comprise Independent Directors in listed companies, with at least one-third of the board being independent in companies that do not have an executive chairman.

  1. Qualifications of an Independent Director

According to Section 149(6), an individual must meet certain criteria to qualify as an Independent Director. These are:

  • Integrity and Expertise: The individual must be a person of integrity and possess relevant expertise and experience in the fields of law, finance, economics, or other disciplines that are beneficial to the company.
  • Independence: The individual must not be a promoter or related to promoters or directors of the company or its subsidiaries. Additionally, they should not have a material or pecuniary relationship with the company or its related parties.
  • No Managerial Role: The individual should not have been an employee or key managerial personnel of the company or its affiliates in the preceding three financial years.
  • No Significant Shareholding: The individual, their relatives, or their associates must not hold more than 2% of the total voting power of the company.
  • No Financial Transactions: The individual should not have significant transactions (exceeding 10% of their income) with the company or its associates.
  1. Duties of an Independent Director

Independent Directors play a crucial role in safeguarding the interests of shareholders, particularly minority shareholders, and ensuring that the company follows ethical practices. Their key duties are:

  • Objective Oversight: Independent Directors must provide unbiased oversight on corporate governance and ensure that the board’s decisions are made in the company’s best interest.
  • Compliance with Laws and Policies: Independent Directors are responsible for ensuring that the company complies with all applicable laws, including the Companies Act, SEBI regulations, and other sector-specific regulations.
  • Protection of Minority Shareholders: One of the core duties of an Independent Director is to protect the interests of minority shareholders and ensure that their voices are heard.
  • Risk Management: Independent Directors should evaluate and mitigate risks associated with the company’s operations, including financial, operational, and legal risks.
  • Appointment and Remuneration: Independent Directors play a critical role in recommending the appointment of key managerial personnel and determining their remuneration. This includes evaluating the performance of executive directors and setting appropriate remuneration packages.
  • Conflict of Interest Management: Independent Directors must ensure that the company’s decisions do not unfairly favor insiders or related parties. They must actively prevent and manage conflicts of interest.
  1. Tenure of Independent Director

Companies Act, 2013 provides for a maximum tenure of five consecutive years for Independent Directors. After completion of the first term, they may be reappointed for another term of five years, subject to approval by the shareholders. However, after serving two terms, they must take a mandatory cooling-off period of three years before being eligible for reappointment.

  1. Liabilities and Protection of Independent Directors

The liabilities of Independent Directors are generally limited to acts of omission or commission that are directly attributable to their knowledge or participation in company decisions. Section 149(12) of the Companies Act, 2013 provides them protection, stating that Independent Directors are liable only in respect of matters that occurred with their knowledge, consent, or connivance. This is meant to ensure that they are not held accountable for decisions over which they had no control or knowledge.

Meaning of Shares, Features, Kinds

Share represents a unit of ownership in a company, providing the shareholder with a claim on the company’s assets and profits, as well as a proportionate interest in its management. Shareholders hold an ownership stake in the company, and the extent of their rights and privileges depends on the type and number of shares they own. Shares are primarily classified as equity shares and preference shares, each with different rights and characteristics.

The Indian Companies Act, 2013, governs the issue and regulation of shares in India, ensuring transparency and safeguarding the interests of shareholders.

Features of Shares:

  • Ownership in the Company

Share represents a unit of ownership in a company, giving the shareholder a proportional stake in the business. Shareholders are considered part-owners and their liability is limited to the unpaid amount on the shares they hold. By holding shares, investors become entitled to certain rights, such as voting in general meetings, receiving dividends, and participating in major company decisions. The number of shares owned determines the degree of ownership and influence in the company. Ownership through shares also allows for easy transferability, enabling shareholders to sell or gift their holdings in accordance with the company’s Articles of Association.

  • Indivisible Unit

Share is the smallest indivisible unit into which the capital of a company is divided. It cannot be split into smaller fractions for the purpose of ownership transfer. For example, if a person holds one share, it cannot be transferred partially; the whole share must be transferred. This indivisibility ensures clarity in ownership records and facilitates proper management of shareholder registers. However, a shareholder can hold multiple shares, and collectively, they may be bought, sold, or transferred. Indivisibility also helps in maintaining the legal and financial structure of the company’s capital, as per provisions in the Companies Act, 2013.

  • Transferability

Shares of a public company are freely transferable, allowing investors to buy or sell them without needing prior approval from the company, subject to SEBI and stock exchange regulations. This liquidity feature makes shares an attractive investment, enabling shareholders to convert their investment into cash whenever required. In the case of private companies, the transfer of shares is restricted as per their Articles of Association, requiring board approval. Transferability promotes capital mobility, encourages wider participation in ownership, and helps companies attract investments, while also offering flexibility and choice to existing shareholders regarding the disposal of their holdings.

  • Source of Income

Shares provide shareholders with income primarily in the form of dividends, which are a portion of the company’s profits distributed to owners. The amount of dividend depends on the company’s profitability and the board’s decision. In addition to dividends, shareholders can earn through capital appreciation — the increase in the market value of shares over time. However, income from shares is not guaranteed, as returns depend on business performance, market conditions, and economic factors. This potential for higher returns compared to fixed-income investments makes shares attractive, but they also carry higher risk, requiring investors to assess before investing.

  • Limited Liability

One of the key features of shares is that they confer limited liability on shareholders. This means shareholders are liable to contribute only up to the unpaid value of the shares they hold. For instance, if a share is worth ₹100 and the shareholder has paid ₹80, they can only be asked to pay the remaining ₹20 in case the company faces financial distress. They are not personally liable for the company’s debts beyond this limit. This protection encourages investment in companies, as investors know their personal assets are safe from business losses or insolvency proceedings of the company.

  • Classes and Types

Shares can be classified into different types, primarily equity shares and preference shares, each with distinct rights and obligations. Equity shares carry voting rights and are entitled to dividends after preference shareholders are paid. Preference shares usually do not carry voting rights but have priority in dividend payment and capital repayment on liquidation. Within these categories, further variations exist, such as cumulative preference shares, non-cumulative preference shares, redeemable preference shares, etc. This classification allows companies to design their capital structure flexibly, attracting different types of investors with varied risk appetites, income expectations, and control preferences.

Types of Shares:

Shares are broadly categorized into two main types: Equity Shares and Preference Shares. Each category serves different purposes and provides shareholders with distinct rights and privileges.

Equity Shares (also known as Ordinary Shares)

Equity shares are the most common type of shares issued by companies and represent the core ownership of the company. Shareholders holding equity shares are referred to as equity shareholders. Equity shares provide voting rights, a claim on the company’s profits (through dividends), and residual claims on the company’s assets in case of liquidation.

Key Features of Equity Shares:

  • Voting Rights:

Equity shareholders have voting rights in the company’s general meetings, which allow them to participate in important corporate decisions such as the election of directors, mergers, and acquisitions.

  • Dividend:

Dividends on equity shares are not fixed and depend on the company’s profitability. If a company makes a profit, it may declare dividends, but if it incurs losses, no dividend is paid.

  • Residual Claims:

In the event of the company’s liquidation, equity shareholders are the last to be paid. After creditors and preference shareholders are settled, the remaining assets are distributed to equity shareholders.

  • Fluctuating Returns:

Equity shareholders experience returns that fluctuate based on the company’s performance. Higher profits typically lead to better returns through dividends and capital appreciation.

Types of Equity Shares:

  • Voting Equity Shares:

These shares offer voting rights to shareholders, allowing them to participate in corporate decisions.

  • Non-voting Equity Shares:

In some cases, companies issue non-voting equity shares, where shareholders do not have voting rights but may receive higher dividends or other benefits.

  • Bonus Shares:

These are additional shares issued to existing shareholders, usually in proportion to their existing holdings, without any additional payment. It is a way of rewarding shareholders by capitalizing retained earnings.

Preference Shares

Preference shares, as the name suggests, offer shareholders preferential treatment over equity shareholders in certain matters. Preference shareholders have a fixed dividend and have priority over equity shareholders in the event of the company’s liquidation. However, preference shareholders typically do not have voting rights, except in certain circumstances, such as non-payment of dividends.

Key Features of Preference Shares:

  • Fixed Dividend:

Preference shareholders are entitled to a fixed dividend before any dividend is paid to equity shareholders, regardless of the company’s profitability.

  • Priority in Liquidation:

In the event of liquidation, preference shareholders are paid before equity shareholders, although they rank after creditors.

  • Limited Voting Rights:

Preference shareholders usually do not have voting rights in general meetings. However, if the company fails to pay dividends for a specified period, they may gain voting rights.

  • Less Risk:

Since preference shareholders have a fixed dividend and priority during liquidation, their investment is considered less risky compared to equity shares.

Types of Preference Shares:

  • Cumulative Preference Shares:

If a company is unable to pay dividends in a given year, the unpaid dividends accumulate and must be paid out in future years before any dividend is paid to equity shareholders.

  • Non-Cumulative Preference Shares:

If a company does not declare dividends in a particular year, the right to receive those dividends lapses, and the shareholder cannot claim it in future years.

  • Redeemable Preference Shares:

These shares can be bought back by the company after a specified period, providing a form of capital repayment to the shareholder.

  • Irredeemable Preference Shares:

These shares are not subject to redemption and remain as long as the company exists.

  • Convertible Preference Shares:

These shares can be converted into equity shares at a specified time and under specified conditions.

  • Non-Convertible Preference Shares:

These shares cannot be converted into equity shares, and the shareholder will continue to hold preference shares for the duration.

Consignment Accounts in the books of Consignor

Goods on consignment are sent by the consignor or the principle to the consignee or agent. The consignor is the owner of the goods and not the consignee though the possession is transferred. However, after the goods are sold the buyer becomes the owner of the goods. Here, we will discuss the accounting entries in the books of the consignee.

Parties in Consignment Account

There are two parties in a consignment.

  • The person sending the goods is the consignor.
  • The person receiving the goods is the consignee.

Accounting Entries in books of Consignee

There are no entries passed in the books of the consignee for the consignment of goods sent by the consignee and also for any expenses incurred by the consignor. However, the advance paid to the consignor, sales made, expenses incurred on the consignment and commission earned needs to be recorded.

A consignee is often allowed del-credere commission in addition to the usual ordinary commission. In the case where he is allowed del-credere commission, bad debts are borne by him and not the consignor.

The goods sent by the consignor to consignee is sold on behalf of the consignor. therefore, the consignor would like to know the profit earned or loss suffered from each different consignment. Before we discuss the entries in the books of the consignor, it is helpful to understand the nature of the following two accounts:

  • Consignment account
  • Consignee account

Consignment Account:

Consignment account is by nature a profit and loss account. One separate account is devoted to each different consignment with the heading “Consignment to………account”. Actually the consignment account is a particular trading and profit and loss account. All expenses specially related to the consignment must be debited to the concerned consignment account whether incurred by the consignor or by the consignee and all revenues and closing stock should be credited to this account. The difference between the two sides of this account will show the result of the particular consignment.

Consignee Account:

This is a personal account. It should be noted that the consignee is not the buyer. His personal account, therefore, is not debited when goods are sent to him. In cases where it is customary for the consignee to send some money as an advance against the consignment the payment is merely and advance (by way of security) and not a part of payment. Hence the advance received from the consignee should be posted to the credit side of the consignee’s personal account. In case part of the stock is still lying unsold the proportionate amount of advance should be carried down as credit balance in consignee’s personal account. In case where consignor draws a bill on consignee the bill is known as a documentary bill.

Journal Entries in the books of Consignee

Date Particulars   Amount  Amount 
1. On the sale of goods Cash /Bank/ Debtor’s A/c Dr.  xx
To Consignor’s A/c  xx
(Being goods received on consignment sold)
2. For advance to the Consignor Consignor’s A/c Dr.  xx
To Bank/ Bills Payable A/c  xx
(Being advance paid to the consignor)
3. For expenses incurred and commission earned Consignor’s A/c Dr.  xx
To Bank A/c  xx
(Being consignor’s account debited for expenses incurred in relation to the consignment and commission earned)
4. For Bad debts Bad Debts A/c Dr.  xx
To Customer’s A/c  xx
(Being bad debts recorded)
5. For writing off bad debts
a. The del-credere commission is not allowed Consignor’s A/c Dr.  xx
To Bad Debts A/c  xx
(Being bad debts written off as borne by the consignor)
b. The del-credere commission is allowed Commission A/c Dr.  xx
To Bad Debts A/c  xx
(Being bad debts written off from the commission)

Journal Entries in the Books of Consignor:

1. When goods are sent to consignee:  
  Consignment A/C Dr.
       Goods sent on consignment A/C  
  (Being goods sent to agent for sale)  
   
  Note: In case a consignor has more than one agent (consignee), separate consignment account is prepared for each agent. Each consignment account is identified with the name of place, for example ‘consignment to Chicago’ or ‘Consignment to New York’  
   
2. For adjustment of the difference between invoice price and cost price:  
  Goods sent on consignment A/C Dr.
       Consignment A/C  
  (Being excess of invoice price over cost price of goods sent adjusted)  
   
3. For expenses paid by consignor: .
  Consignment A/C Dr
       Cash/Bank A/C  
  (Being expenses paid)  
   
4. On receiving advance from consignee:  
  Cash/Bank Dr.
       Consignee A/C  
  (Being advance received from agent)  
   
5. If consignee has accepted a bill of exchange as an advance:  
  Bills receivable A/C Dr.
       Consignee A/C  
  (Being acceptance received from agent)  
   
6. When goods are sold by consignee:  
  Consignee A/C Dr.
       Consignment A/C  
  (Being goods sold by agent)  
   
7. For goods taken over by consignee for his personal use:  
  Consignee A/C Dr.
       Consignment A/C  
  (Being goods taken over by agent)  
   
8. For expenses paid by agent:  
  Consignment A/C Dr.
       Consignee A/C  
  (Being expenses incurred by agent)  
   
  Note: If any expense is born by the agent personally, such expenses will not be debited to consignment A/C. Consignor will not make any entry for such expenses. These expenses will be debited to profit and loss account in the books of consignee.  
   
9. For unsold goods with the consignee:  
  Consignment stock A/C Dr.
       Consignment A/C  
  (Being value of closing stock with agent)  
   
  Note: If invoice value of stock is more than cost, the excess of invoice price over cost will be adjusted.  
   
10. For adjustment of closing stock:  
  Consignment A/C Dr
       Consignment stock reserve A/C  
  (Being profit included in stock adjusted)  
   
11. For abnormal loss of goods:  
a. 1st Method:  
  (i) Loss of stock A/C Dr
         Consignment A/C  
  (Being total value of loss of stock)  
   
  (ii) Bank/Insurance Co. A/C  
         Loss of stock A/C   Dr
  (Being insurance claim for sale)  
   
  (iii) Consignee A/C Dr
         Loss of stock  
   
  (Being damaged goods sold by agent)  
  (iv) Profit and loss A/C Dr
         Loss of stock A/C  
  (Being net loss of stock transferred to profit and loss account)  
   
b. 2nd Method:  
  (i) Bank/Insurance Co. A/C Dr
         Consignment A/C  
  (Being amount of insurance claim)  
   
  (ii) Consignee A/C Dr
         Consignment A/C  
  (Being damaged goods sold by agent)  
   
  (iii) Profit and loss A/C

Differences between Consignment and Ordinary Sale

What is a Sale?

Sale refers to the complete transfer of ownership of goods from a seller (vendor) to a buyer. The seller relinquishes all rights to the goods in exchange for payment, and the buyer assumes ownership and the associated risks. Once the transaction is completed, the seller no longer has any control or responsibility over the goods, and the buyer has full rights to use, resell, or modify them as they wish.

In accounting terms, a sale is recognized when the following conditions are met:

  • There is a transfer of control over the goods to the buyer.
  • The seller has a reasonable expectation of receiving payment.
  • The buyer has the risks and rewards of ownership.

Sales are recorded as revenue on the seller’s income statement, and the cost of the goods sold (COGS) is recorded as an expense.

What is Consignment?

Consignment is a business arrangement in which goods are sent by a consignor (owner) to a consignee (agent) who will sell the goods on behalf of the consignor. In a consignment transaction, ownership of the goods remains with the consignor until the goods are sold to a third-party customer. The consignee acts as an intermediary, holding and selling the goods, but does not take ownership of them. The consignee earns a commission for their role in selling the goods.

Key characteristics of consignment transactions include:

  • The consignor retains ownership of the goods until they are sold.
  • The consignee does not own the goods but is responsible for selling them.
  • The consignee earns a commission for their services, but they bear no inventory risk.
  • The consignor records sales revenue only when the goods are sold by the consignee.

In this arrangement, the consignor records the goods as inventory until they are sold, and the consignee records no inventory on their books. The consignee only records commissions earned from the sales.

Key Differences Between Consignment and Sales:

Aspect Consignment Sales
Ownership Retained by consignor Transferred to buyer
Risk Consignor Buyer
Revenue Recognition Upon sale by consignee Immediate
Inventory Consignor’s books Buyer’s books
Payment After sale Immediate/Deferred
Commission Yes No
Responsibility Consignor Buyer
Return of Goods Possible Rare/Conditional
Profit Margin Reduced (commission) Full
Control Limited (consignor) Full (buyer)
Upfront Payment Not required (consignee) Required (buyer)
Flexibility High (consignee) Low (buyer)
Unsold Goods Returned to consignor Buyer’s loss
Timing of Sale Delayed Immediate

Example of Consignment vs. Sales

To better illustrate the differences between consignment and sales, let’s consider an example:

  • Consignment Example:

A clothing manufacturer (consignor) sends 100 dresses to a boutique (consignee) to sell on consignment. The boutique does not pay for the dresses upfront but agrees to display and sell them. For each dress sold, the boutique will retain a 10% commission. If the boutique sells 60 dresses at $100 each, the boutique will retain $600 in commission (10% of $6,000), and the manufacturer will receive $5,400. The boutique returns the remaining 40 unsold dresses to the manufacturer.

  • Sales Example:

The same clothing manufacturer sells 100 dresses directly to a retail store for $8,000. The retail store takes ownership of the dresses upon purchase, records them as inventory, and assumes all responsibility for selling them. The manufacturer recognizes $8,000 in revenue at the time of the sale. If the retail store is unable to sell the dresses, the manufacturer is not obligated to take them back unless specified in a return agreement.

Advantages of Consignment Over Sales:

  • Risk Mitigation for the Consignee:

Since the consignee does not purchase the goods upfront, they face minimal financial risk. If the goods do not sell, they can return them to the consignor without bearing the cost.

  • Market Expansion for the Consignor:

The consignor can reach a wider market by distributing goods to multiple consignees without having to sell them directly. This allows for broader distribution and increased exposure.

  • No Upfront Payment:

Consignees can sell goods without paying for them upfront, which can be beneficial for businesses with limited capital. This arrangement enables them to offer a larger inventory without the need for immediate financial outlay.

  • Flexible Return Policies:

Goods that do not sell can be returned to the consignor, reducing the financial burden on the consignee.

Disadvantages of Consignment Compared to Sales:

  • Delayed Revenue Recognition:

In a consignment arrangement, the consignor must wait until the goods are sold by the consignee before recognizing revenue. This can delay cash flow and financial reporting.

  • Inventory Risk for Consignor:

The consignor bears the risk of unsold goods. If the consignee is unable to sell the products, the consignor must retrieve them, which may involve additional costs.

  • Lower Control for Consignor:

The consignor has limited control over how the consignee markets or displays the goods. Poor marketing or positioning may lead to slower sales, affecting revenue.

  • Reduced Profit Margin for Consignor:

The consignor must pay a commission to the consignee, which reduces the net profit on each sale.

Preparation of Consignee Account

The consignee receives the goods from the Consignor. It is an inward consignment to the Con­signee. An inward consignment is the receipt of goods by the Consignee from the Consignor for the purpose of sale on commission basis. Consignee is not the owner of the goods.

Journal Entries:

Following are the set of journal entries recorded in the books of the Consignee:

(1) When the Goods is Received:

No entry

The Consignee is not the owner of the goods. He does not purchase the goods. Hence he does not include this in his book. The receipt of the goods is recorded in a Memorandum Book – Consignment Inward Book.

(2) When Expenses are Incurred by the Consignee:

Consignor Account Dr.

  To Bank Account

(Being expenses paid on consignment)

(3) Advance Remitted to Consignor by Cash/Cheque/Bills Payable:

Consignor Account Dr.

  To Cash/Bank/Bills Payable A/c

(Being advance paid to Consignor)

(4) When Consignee Sold the Goods:

(a) For cash sales:

Bank Account Dr.

  To Consignor Account

(Being the cash sales of consignment)

(b) For credit sale:

Consignment Debtors Account Dr.

  To Consignor Account

(Being the credit sales of consignment)

(5) When the Commission is Due:

Consignor Accounts Dr.

  To Commission Account

(Being commission earned on sale of consignment)

(6) When the Consignee Collected the Debt from Consignment Debtors:

Bank Account Dr.

  To Consignment Debtors A/c

(Being the Collection of consignment debts)

(7) For Bad Debts if Any:

(a) If Del Credere Commission is not paid:

Consignor Account Dr.

  To Consignment Debtors A/c

(Being bad debt incurred on sales)

(b) If Del Credere Commission is paid:

Bad Debts Account Dr.

  To Consignment Debtors A/c

(Being bad debts incurred on consignment sales)

Note: Bad debts from Consignment debtors are transferred to Del Credere Commission Account and the balance of Del Credere Commission Account along with Commission account is transferred to his Profit and Loss Account.

(c) Bad debts is transferred to his Profit & Loss Account:

Del Credere Commission Account Dr.

  To Bad Debts Account

(Being bad debts transferred to Del Credere Commission Account)

(8) Closing of Del Credere Commission and Commission Account:

Commission Account Dr.

Del Credere Commission Account Dr.

  To Profit and Loss Account

(Being Commission account and balance of Del Credere account is closed by transferring to Profit and Loss Account)

(9) Settlement of Account with Consignor:

Consignor Account Dr.

  To Cash/Bank/Bill Payable A/c

(Being the amount due to Consignor is settled)

Preparation of Consignment Account

Consignment account is prepared to ascertain the profit earned or loss incurred by the consignor on a specific consignment. This account can be viewed as a combined trading and profit and loss account prepared specifically for consignment business.

The nature of the consignment account is nominal which means it is drawn up to show the results of the consignment business for a specific period.

If consignor sends goods to more than one consignee working in different cities or areas, a separate consignment account is required for each consignment so that the profit or loss for each consignment can be determined separately. If consignor maintains more than one consignment accounts, he can distinguish them from each other by adding to the account title the name of the consignee or the name of the city or area to which the particular consignment belongs. For example, Consignment to David, Consignment to John, Consignment to Ottawa and consignment to New York etc.

Debit and credit entries in a consignment account

The entries in the consignment account are made on the basis of consignor’s own record as well as account sales sent by the consignee. The debit and credit entries are made as follows:

Debit entries

The common entries that appear on the debit side of a consignment account are listed below:

  • Opening stock of goods
  • Total cost of goods sent on consignment
  • All the expenses incurred by consignor such as loading, freight, insurance etc.
  • All the expenses paid by consignee such as unloading, freight, godwon rent, warehousing and storage, marketing expenses, packaging and selling expense etc.
  • Bad debts regarding consignment sales.
  • Consignee’s ordinary and del credere commission at agreed rate on sale proceeds.

Credit entries

The usual items that appear on the credit side of a consignment account are listed below:

  • Gross sale proceeds
  • Closing stock of goods
  • Abnormal loss of goods
  • Stock in transit

The balance of consignment account represents a profit or a loss on consignment and is transferred to “Profit and Loss on Consignment Account”. The consignment account is thus closed.

The Profit and Loss on Consignment Account is also a nominal account. If there are more than one consignment, the balances of all consignment accounts are transferred to this account.

The profit and loss on consignment account is closed at the end of the year by transferring its balance to the General Profit and Loss Account.

Proforma Invoice, Invoice Price, Account Sales, Non-recurring Expenses, Recurring Expenses, Ordinary Commission, Overriding Commission, Del Credere Commission, Normal Loss, Abnormal Loss

Proforma Invoice

A proforma invoice (also written as pro forma invoice) is one of the documents used in consignment business which contains information regarding the description of goods sent on consignment and the price at which those goods can be sold by the consignee. This document is prepared by consignor and sent to the consignee along with the goods.

The proforma invoice and invoice are not the same and should not be confused with each other. An invoice is sent by a seller to the buyer to provide him the details of goods sold or services provided to him, price of those goods or services and the agreed terms of payment. It indicates seller’s demand for payment after a sale has taken place. A proforma invoice, on the other hand, is not a demand for payment rather it is a memorandum invoice which tells what the actual invoice would be.

Where goods are consigned abroad, the proforma invoice plays an important role in custom clearance. The custom officer uses the information from proforma invoice in conjunction with the general physical examination of the goods to determine the total value of goods and the amount of imposable duty. Many international traders use consignment model of business and attach proforma invoices to their across-the-border shipments.

Invoice Price

The Consignor, instead of sending the goods on consignment at cost price, may send it at a price higher than the cost price. This price is known as Invoice Price or Selling Price. The difference between the cost price and the invoice price of goods is known as loading or the higher price over the cost. This is done with a view to keep the profits on consignment secret.

As such, consignee could not know the actual profit made on consignment. Hence the consignor sends the Proforma invoice at a higher price than the cost price. When the consignor records the transaction in his book at invoice price, some additional entries have to be passed in order to eliminate the excess price and to arrive at the correct profit or loss on consignment.

Items on Which Excess Price is to be Calculated:

Excess Price or Loading is to be calculated on the following items:

  1. Consignment stock at the beginning
  2. Goods sent on consignment
  3. Goods returned by the consignee
  4. Consignment stock at the end of the period

(a) To Remove the Excess Price in the Opening Stock:

Consignment Stock Reserve A/c Dr.

  To Consignment Account

(Being the excess value of opening stock is brought down to cost price)

(b) To Remove the Excess Price in the Goods Sent on Consignment:

Goods sent on Consignment Account Dr.

  To Consignment Account

(Being the difference between the invoice price and cost price is adjusted)

(c) To Remove the Excess Price in Goods Return:

Consignment Account Dr.

  To Goods sent on Consignment A/c

(Being to bring down the value of goods to cost price)

(d) To Remove the Excess Price in Closing Stock:

Consignment Account Dr.

  To Consignment Stock Reserve A/c

(Being the excess value of stock is adjusted)

But these adjustments are not needed in consignee’s book. Invoice price does not affect the consignee. When the stock is shown in the Balance Sheet, in Consignor’s Book, the Consignment Stock Reserve is deducted.

Account Sales

Account sales is a statement specifying the price at which the goods are sold, the commission earned by the consignee, the expenses incurred by the consignee on behalf of the consignment and the net balance for which the consignee is liable. It is prepared by the consignee and does not have a fixed or specified format.

Non-recurring Expenses

Non-recurring expenses are incurred for bringing the goods from the place of the consignor to the place of the consignee. Hence, all the expenses incurred till the goods reach the godown of the consignee are non-recurring expenses. These expenses are incurred only once on a particular con­signment. It will increase the value of goods. These expenses are paid by the consignor or by the consignee on behalf of the consignor.

Non-recurring expenses of the consigner Non-recurring expenses of the consignee-
1.     Packaging

2.    Transport or carriage

3.    Forwading

4.    Dock dues

5.    Landing charges

6.    Freight

7.    Insurance

1.     Unloading charges

2.    Railway dues

3.    Dock Dues

4.    Import Duty or Customs Duty

5.    Octroi

6.    Carriage to godown/shop

The abovementioned expenses do not occur again like the recurring expenses. These expenses are met on the whole consignment. These expenses are added to the cost of the consignment so as to arrive at the cost price of goods at the point of sale. Again these are taken into consideration when the value of closing stock and abnormal losses are calculated.

Recurring Expenses

These expenses are incurred after the goods have been received at consignee’s godown. These expenses are incurred quite often and of recurring in nature. These expenses occur regularly at fixed intervals. Generally these expenses are incurred after the goods have reached the place of business by consignee. They are met by the consignor or consignee. These expenses do not increase the value of goods.

Ordinary Commission

The ordinary commission is the fees payable by the consignor to the consignee for the sale of goods when there is no guarantee for the collection of money from the consumer. The percent (%) of the commission is lower in such a case.

Overriding Commission

Overriding commission is a type of commission which a consignor grants to the consignee who achieves a specific sales target or whose total sales revenue exceeds a specified amount. It encourages consignee to realize the best possible price for goods sold. Sometime it is given to consignee as an incentive for putting his efforts to introduce, promote and create market for a new product in certain areas.

Overriding commission is an extra commission which is awarded to the consignee in addition to his ordinary or regular commission.

Del Credere Commission

Del Credre Commission is the additional amount which the consignor pays to the consignee for taking the responsibility of collection of debt from the customers.

When the customers make default in payment, consignee charges the amount of loss of bad debts in his books. We calculate this commission on Total sales.

Normal Loss

  • It occurs due to the nature of goods shipped like leakage, evaporation, perishable goods etc.
  • We add the normal loss to the cost of goods and thus, it also impacts the gross profit.
  • Normal loss is not covered by insurance companies.
  • It is certain but it varies from time to time.

Abnormal Loss

  • Abnormal loss occurs due to unforeseen circumstances like an accident, natural calamity, fire damage etc.
  • The abnormal loss does not impact the gross profit of the entity.
  • Generally, insurance covers an abnormal loss.
  • The abnormal loss is not certain due to unforeseen circumstances and situations.

Valuation of Closing Stock

A consignor may have some incomplete consignments at the end of his accounting year. An incomplete consignment means that there are some unsold units of goods with the consignee when the accounting period of the consignor comes to an end. These unsold units are termed as closing stock on consignment (or just stock on consignment for short) and need to be properly valued. After valuation, the stock on consignment must be brought into the books and credited to the consignment account so that the profit earned on consignment during the period can be computed correctly. The journal entry for this purpose is given below:

Stock on consignment A/C [Dr]

Consignment A/C [Cr]

The stock on consignment is an asset and is, therefore, shown on the year end balance sheet. In the next accounting period when consignment account is prepared, this stock appears as the first item on the debit side of this account. The following journal entry is made for this purpose:

Consignment A/C [Dr]

Stock on consignment A/C [Cr]

Valuation of stock on consignment

The stock on consignment, like in many other business situations, should be valued using lower of cost or market price principle. The major issue in this regard is the ascertainment of cost price and market price of goods in stock. The rest of this article talks about the procedures of determining these two prices.

Cost price

The total cost of goods is equal to the expenditures incurred by consignor to bring the goods in salable condition plus all the expenditures paid by consignor as well as consignee in the course of transferring those goods to the consignee’s place. These expenditures usually include carriage, freight, insurance, import and export duties, loading and unloading expenses etc. These expenditures are popularly referred to as non-recurring expenditures.

Any expenditures incurred after the goods have reached to the consignee’s place should be ignored for the purpose of computing the value of closing stock on consignment. Usual examples of such expenditures include warehouse rent, warehouse insurance, storage expenses, carriage paid for the delivery of goods to customers, marketing expenses or any other payment made for the sale of goods.

Net realizable value (NRV)/market price

Net realizable value (NRV) of stock is determined by deducting from the market price of stock the possible expenses required to complete the sale of stock including consignee’s commission. Suppose, for example, 100 units of product X are in stock with a consignee and the sales price of one unit of product is $20. The total sales or market price of this stock would be $2,000 (= 100 units × $20). Now if the estimated expenses required to sell this stock are $300 and consignee’s commission on sale is $200, the net realizable value of stock would be $2,000 (= $2,500 – $500).

After computing the cost price and net realizable value (NRV) in accordance with the procedures explained above, the smaller one should be used as the value of closing stock. If no indication regarding the market price or net realizable value is available in an examination problem or a homework assignment, the students should assume that the cost price is lower than the net realizable value. The valuation of stock on consignment should therefore be done on the basis of cost price.

Formula and format for computing closing stock on consignment

For cost price

If cost price method is applicable, the students should follow the following format for computing the value of closing stock:

After computing the total cost using above format, the following formula can be used to find the value of stock on consignment:

Cost of stock on consignment = (Total cost/Total number of units) × Units in stock

Alternatively, the value of stock can also be computed as follows:

For net realizable value (NRV)

If net realizable value method is applicable, the following formula should be used to compute the value of stock on consignment.

Net realizable value = Market price of stock – (Expected expenses to be incurred to sell the stock + Consignee’s commission)

Classification of Transaction into revenue and capital

Capital Expenditure

Capital expenditure is the expenditure incurred to acquire fixed assets, capital leases, office equipment, computer equipment, software development, purchase of tangible and intangible assets, and such kind of any value addition in business with the purpose to enhance the income. However, to decide nature of the capital expenditure, we need to pay attention on:

  • The expenditure, which benefit cannot be consumed or utilized in the same accounting period, should be treated as capital expenditure.
  • Expenditure incurred to acquire Fixed Assets for the company.
  • Expenditure incurred to acquire fixed assets, erection and installation charges, transportation of assets charges, and travelling expenses directly relates to the purchase fixed assets, are covered under capital expenditure.
  • Capital addition to any fixed assets, which increases the life or efficiency of those assets for example, an addition to building.

Revenue Expenditure

Revenue expenditure is the expenditure incurred on the fixed assets for the ‘maintenance’ instead of increasing the earning capacity of the assets. Examples of some of the important revenue expenditures are as follows:

  • Wages/Salary
  • Freight inward & outward
  • Administrative Expenditure
  • Selling and distribution Expenditure
  • Assets purchased for resale purpose
  • Repairs and renewal expenditure which are necessary to keep Fixed Assets in good running and efficient conditions

Revenue Expenditure Treated as Capital Expenditure

Following are the list of important revenue expenditures, but under certain circumstances, they are treated as a capital expenditure:

  • Raw Material and Consumables: If those are used in making any fixed assets.
  • Cartage and Freight: If those are incurred to bring Fixed Assets.
  • Repairs & Renewals: If incurred to enhance life of the assets or efficiency of the assets.
  • Preliminary Expenditures: Expenditure incurred during the formation of a business should be treated as capital expenditure.
  • Interest on Capital: If paid for the construction work before the commencement of production or business.
  • Development Expenditure: In some businesses, long period of development and heavy amount of investment are required before starting the production especially in a Tea or Rubber plantation. Usually, these expenditures should be treated as the capital expenditure.
  • Wages: If paid to build up assets or for the erection and installation of Plant and Machinery.

A transaction refers to the exchange of an asset and discharge of liabilities for consideration in terms of money. However, these transactions are of two types, viz. Capital transactions and Revenue transactions.

the accounting profit for a period the concept of capital and revenue is of utmost importance. The bifurcation of the transactions between capital and revenue is also necessary for the recognition of business assets at the end of the accounting or financial year.

Important Terms

1. Capital Transactions

Capital transactions are transactions that have a long-term effect on the business. It means that the effect of these transactions extends to a period of more than one year.

2. Revenue Transactions

Revenue transactions are transactions that have a short-term effect on the business. Usually, the effect of these transactions is only for a period of one year.

3. Capital Expenditure

Capital expenditure is the expenditure that a business incurs on the purchase, alteration or the improvement of fixed assets. For example, the purchase of furniture for office use is a capital expenditure. The following costs are included in the capital expenditure:

  1. Delivery charges of fixed assets
  2. Installation expenses of fixed assets
  3. Alteration or improvement expenses of fixed assets
  4. Legal costs of purchasing a fixed asset
  5. Demolition costs of fixed assets
  6. Architects fee

   4. Revenue Expenditure

The expenditure incurred in the running or the management of the business is known as the revenue expenditure. For example, the cost of the repairs of machinery is a revenue expenditure.

We need to show the Capital expenditure on the Assets side of the Balance Sheet while we show the Revenue expenditure on the debit side of the Trading and Profit and Loss Account.

5. Revenue Receipts

The revenue receipt is the amount received by a business against the revenue incomes.

6. Capital Receipts

It is the amount which is received against the capital income by a business.

7. Capital Profits

Capital profit refers to the profit that is earned on the sale of fixed assets.

8. Revenue Profits

Revenue profit is the profit which a business earns during the ordinary course of business.

9. Capital Loss

It is the amount of loss that a business incurs on the sale of fixed assets.

10. Revenue Loss

It is the amount of loss that a business incurs during the ordinary course of business.

Rules for Determination of Capital Expenditure

The following expenses are termed as Capital expenditure:

  1. Any expenditure on the purchase of fixed assets or long-term assets for use in business in order to earn profits is capital expenditure. However, expenditure on fixed assets purchased for resale does not amount to capital expenditure.
  2. Any expenditure on the improvement or alteration in the present condition of a fixed asset to bring it to the working condition is a capital expenditure and thus we need to add it to the cost of the asset.
  3. Any expenditure of any sort which increases the earning capacity of the business is also capital expenditure.
  4. Preliminary expenses incurred before the commencement of business are also capital expenditure.

Rules for Determination of Revenue Expenditure

The following expenses are termed as the revenue expenditure:

  1. Any expenditure for the day-to-day conduct of the business is revenue expenditure. The benefits of these expenses last only for the period of one year.
  2. Any expenditure on the consumable items and on goods and services.
  3. Any expenditure on the maintenance of fixed assets such as repairs and renewals.

Deferred Revenue Expenditure

Deferred revenue expenditure refers to the expenditure which is revenue in nature but involves a lump sum amount and the benefits that extend for a period of more than one year. We need to write off these expenses over a period of 3 to 5 years. On the other hand, the balance which is not written off is carried forward and shown on the Assets side of the Balance Sheet. Heavy advertisement expenditure is a good example of such expenditure.

The following are the types of capital and revenue items in accounting:

  1. Capital Receipts
  2. Revenue Receipts
  3. Capital Profits
  4. Revenue Profits
  5. Capital Losses
  6. Revenue Losses

(A) Capital Receipts:

Capital Receipts is the amount received in the form of additional Capital (by issuing shares) loans or by the sale proceeds of any fixed assets. Capital Receipts are shown in Balance Sheet.

(B) Revenue Receipts:

Revenue Receipts are the amount received in the ordinary course of a business. It is the incomes earned from selling merchandise, or in the form of discount, commission, interest, transfer fees etc. Income received by selling waste paper, packing cases etc. is also a revenue receipt. Revenue Re­ceipts are shown in the Profit and Loss Account.

(C) Capital Profit:

Capital profits are earned as a result of selling some fixed assets or in connection with raising capital for the firm. For example a land purchased by a business for Rs 2, 00,000 is sold for Rs. 2, 50,000. Rs 50,000 are a profit of capital nature. Another example, suppose a company issues its shares of the face value of Rs 100 for Rs 110 each, i.e. issue of shares at premium, the premium on shares i.e. Rs 10 is capital profit. Such profits are (a) transferred to Capital Account or (b) transferred to Capital Reserve Account. This amount is utilised for meeting Capital losses. Capital Reserve ap­pears in the Balance Sheet as a liability.

(D) Revenue Profits:

evenue Profits are earned in the ordinary course of business. Revenue profits appear in the Profit and Loss Account. For example, profit from sale of goods, income from investments, discount received, Interest Earned etc.

(E) Capital Losses:

Capital losses occur when selling fixed assets or raising share capital. A building purchased for Rs 2, 00,000 is sold for Rs 1, 50,000. Rs 50,000 are a capital loss. Shares of the face value of Rs 100 issued at Rs 95, i.e. discount of Rs 5. The amount of discount is a capital loss.

Capital Loss is not shown in the Profit and Loss Account. They are shown in the asset side of Balance Sheet. When Capital Profit arises, Capital losses are gradually written off against them. If capital losses are huge, it is common to spread them over a number of years and a proportionate amount is charged to Profit and Loss Account every year.

Balance amount is shown in the Balance Sheet as an asset and it is written off in future years. If the loss is manageable, they are debited to Profit and Loss Account of the same year.

(F) Revenue Losses:

Revenue losses arise during the normal course of business. For instance, sale of goods, loss may incur. Such losses are debited in the Profit and Loss Account.

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