Author: indiafreenotes

Management Notes

Preparation of final Accounts with adjustments

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The reporting information will not be accurate unless we take into consideration the adjustment entries. The treatment of various common adjustments such as closing stock, outstanding expenses, accrued incomes, prepaid expenses, incomes received in advance, bad debts, reserve for bad and doubtful debts, reserve for discount on debtors, reserve for discount on creditors, interest on capital, interest on drawings, depreciation, etc., the knowledge of which should be made use of while preparing final accounts.

Special Items of Adjustments:

1. Goods Distributed as Free Samples

In order to promote a product, free samples are supplied to experts in the field. For example, free samples of books to professors, free samples of medicine to doctors.

Therefore the adjusting entry is as follows:

Particulars Dr Cr
Advertising A/c                Dr

To Purchasing A/c or

To Trading A/c

 ****  

****

****

The transfer entry is as follows:

Particulars Dr Cr
Profit and Loss A/c        Dr

To Advertisement A/c

 ****  

****

The net effect would be reduction in purchases and charge to profit and loss account as promotional expense.

2. Goods Sold on Sale or Approval Basis

In order to gain confidence of the customers on quality of the goods, sometimes goods are sold on approval basis. If the customer approves it, then it becomes a sale. If the customer does not approve it, then the sale is not complete and hence cannot be treated as sales. Suppose at the end of the financial year certain goods sent on approval basis are with the customers, then there is a need to pass necessary entries for adjustment.

The adjusting entries are as follows:

Particulars Dr Cr
Sales A/c                        Dr

To Debtors A/c (at sales price of the goods)

 ****  

****
Particulars Dr Cr
Stock A/c                        Dr

To Trading A/c (at cost price of the goods)

 ****  

****

The treatment is as follows:

(a) As a deduction from sales at sales price on credit side of trading account and as an addition to closing stock at cost price.

(h) As a deduction from sundry debtors on the assets side and the total stock to be shown at cost price (closing stock at cost + stock with the customers on approval) on the assets side of the balance sheet.

3. Goods Sent on Consignment

Since consignment transaction is not a sale transaction it does not affect the trading and profit and loss accounts directly. A separate consignment account is opened and the goods sent on consignment are debited to consignment account. When the account sale is received, it is treated as consignment sales and credited to consignment account and debited to consignees account.

Any consignment stock remaining with the consignee will be credited to consignment account and profit on consignment is ascertained after charging the expenses on consignment, consignee’s commission, etc. However, closing stock of consignment will be shown on the balance sheet’s assets side and the profit on consignment is credited to profit and loss account (the entry will be reversed if there is loss on consignment).

The transfer entry for profit or loss on consignment is as follows:

  • If it is a Profit
Particulars Dr Cr
Consignment A/c                Dr

To Profit and loss A/c

 ****  

****
  • If it is Loss
Particulars Dr Cr
To profit and loss A/c       Dr          

Consignment A/c

 ****  

****

Note: (i) The above transfer entry becomes necessary only where the consignor is also running a trading business

(ii) The working of consignment account is almost similar to trading account which is not shown here.

4. Loss of Stock by Fire

If the stock is destroyed by fire, then the loss incurred will be treated differently under the following three possible situations:

(a) If the stock is not insured: The entire value of the stock destroyed by fire will be treated as loss, with an entry:

Particulars Dr Cr
To profit and loss A/c       Dr          

To trading A/c

 ****  

****

Note: (i) The value of stock destroyed is credited to trading account as “stock destroyed” (had it not been destroyed, it would have appeared as closing stock).

(ii) Entire value of the stock destroyed is treated as loss and charged to profit and loss account.

(b) If stock is fully insured: When the stock which is fully insured is destroyed, the enterprise has a claim on the insurance company for the recovery of loss incurred due to goods being destroyed by fire. Therefore, the claim is preferred with an entry –

Particulars Dr Cr
Insurance Co. A/c             Dr          

To Trading A/c

 ****  

****

In effect, the claim on the insurance company is treated as ‘debtors’ and shown in the balance sheet assets side as due from the insurance company.

If the insurance company settles the dues, then the entry will be as follows:

Particulars Dr Cr
Cash/Bank A/c       Dr          

To insurance A/c

 ****  

****

In effect, the cash/bank balance in the balance sheet will increase to the extent of the claims settled and therefore, insurance company account will not appear in the balance sheet.

(c) If the stock is partly insured: In this case the total value of the stock destroyed is credited to trading account, and that part of the claim to be settled by the insurance company is debited to insurance company account and the difference between stock destroyed and insurance claim accepted is debited to profit and loss account as loss. The entry is as follows:

Particulars Dr Cr
Insurance Co. A/c             Dr          

(part of the claim accepted)

Profit and loss A/C             Dr

(loss which connot be recovered)

To trading A/c

 ****

 

****

  

 

 

 

****

5. Deferred Revenue Expenditure

Huge expenditure of revenue nature incurred at the initial stages of the business enterprise with the belief of deriving benefit from such expenditure during the subsequent years is regarded as deferred revenue expenditure provided the charging of such expenses is spread over the number of years during which the benefit is expected to be derived.

A part of such expenditure is charged as revenue in each year and the rest is capitalized based on matching concept. For example, huge expenditure on ‘advertisement’ is incurred in the initial years of business to derive the benefit over an estimated term of ten years. Then, each year one-tenth of that expenditure is charged to revenue over the term of ten years. The catch here is that the expenditure that is not charged to revenue is capitalized and shown as fictitious assets on the balance sheet.

Suppose, the advertisement expenditure incurred Rs.2,00,000 is able to yield benefit over five-year term. Then, one-fifth of 2,00,000, i.e., Rs.40,000 is charged to revenue in the first year and the rest Rs.1,60,000 is shown as fictitious assets. In the second year Rs.40,000 is charged to revenue and the balance 1,20,000 is shown as fictitious assets. This process goes on for five years till the complete expenditure is written off. The entries to be passed during the first year are as follows:

Particulars Dr Cr
Advertisement A/c       Dr           

To Bank A/c

(For Advertisement Expenditure)

 2,00,000  

2,00,000
Particulars Dr Cr
Profit and loss A/c                  Dr          

Deferred Revenue expenditure A/c  Dr

  To Advertisement A/c

(For charging 1/5th of advertising expense to revenue and treating the rest as deferred revenue expenditure.)

 40,000

1,60,000

  

 

2,00,000

6. Creation of a Reserve Fund

To strengthen the financial position of the enterprise, a part of the net profit may be transferred to reserve fund account by means of appropriation. The entry for creating a reserve fund is as follows:

Particulars Dr Cr
To profit and loss Appropriation A/c           Dr          

To Reserve fund A/c

 ****  

****

Note: (i) Reserve fund will appear on the liabilities side of the balance sheet.

(ii) In the case of sole trading and partnership organizations, it is customary to change this directly to profit and loss account instead of profit and loss appropriation account.

7. Manager’s Commission

Business enterprises sometimes offer profit incentive to managers in the form of commission to motivate the person to increase the profits of the business. This commission is given as a percentage on the net profits. There are two ways of offering this percentage on net profits.

(a) Percentage of commission on net profits before charging such commission.

(b) Percentage of commission on net profits after charging such commission.

Management Notes

Rectification of errors in trial balance

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Whenever an error occurs, it should be rectified through proper rectification. Otherwise the books of accounts cannot exhibit the true and correct view of the state of affairs of a business and its financial results.

So it is very important that we identify and rectify all material errors in the books of accounts.

POINTS OF TIME AT WHICH ERRORS CAN BE DETECTED

  1. Before preparation of the trial balance;
  2. After preparation of the trial balance but before preparation of final accounts; and
  3. After preparation of final accounts.

The rectification of the errors will be guided by

  • the nature and effect of the errors and
  • the point of time at which the errors have been detected.

TYPES OF ERRORS

A. ON THE BASIS OF NATURE

1. ERROR OF OMISSION:

It results from a complete or partial omission of recording a transaction.

For example, a transaction may be recorded in the subsidiary book but omitted to be posted to any of the ledger accounts.  This is a case of partial omission.

However, if a transaction is totally omitted to be entered in the books then it is a case of complete omission.

A complete omission will not affect the agreement of the trial balance but a partial omission will affect the agreement of a trial balance.

2. ERROR OF COMMISSION:

It results from an act of commission i.e. entries wrongly made in the journal or ledger.  It may be an

  • error of posting,
  • error of casting,
  • entering wrong amounts,
  • entering a transaction in a wrong subsidiary book etc.  

Unless the effects of errors of commission counterbalance each other, the agreement of the trial balance becomes affected.

3. ERROR OF PRINCIPLE:

It Is an error occurring due to wrong application of basic Accounting Principles.  The main reason behind such an error is incorrect classification of capital and revenue items.

For example, purchase of an Asset may be recorded through the Purchase day book instead of debiting the Asset account.  Or wages paid for the installation of an asset may be debited to the wages account instead of debiting the asset account with the amount of wages.

An error of principle will not affect the agreement of a trial balance. However, it will result in misrepresentation of the state of affairs and operational results of a business.

4. COMPENSATING ERRORS:

If the effect of an error is counterbalanced or cancelled out by the effect of another error or errors then such errors are known as compensating errors.  Since the compensating errors as a whole cancel out the effect of each other, the agreement of trial balance is not affected. Thus, it becomes difficult to detect such errors.

B. ON THE BASIS OF EFFECTS:

1. ONE SIDED ERRORS:

One sided error is an error whose effect falls on only one account.  It may arise due to

  • Wrong casting of any day book;
  • Posting made to the Wrong side of the relevant account;
  • Duplicate posting of the same amount in an account.

One Sided errors cause a disagreement of the trial balance and hence are easy to detect.

2. TWO SIDED ERRORS:

A Two-sided error maybe

  • Affecting two accounts at the same direction and not affecting the agreement of the trial balance.  For example Mr A’s account credited instead of Mr B account for an amount received from Mr B.
  • Affecting two accounts at opposite direction and affecting the agreement of the trial balance.  For example, Mr A’s account debited instead of Mr B account being credited for an amount received from Mr B.

3. MORE THAN TWO SIDED ERRORS:

An error which affects more than two accounts simultaneously falls in this category.  This may or may not affect the agreement of a trial balance depending on the situation in each case.

EFFECTS OF ERRORS ON TRIAL BALANCE

Depending on its effect on the trial balance, the errors may be divided into two categories-

  1. Errors affecting the agreement of trial balance; and
  2. Errors not affecting the agreement of trial balance.
Errors affecting the agreement of Trial Balance (TB will not agree) Errors not affecting the agreement of Trial Balance (TB will agree)
1. An error of Partial Omission 1. An error of complete omission
2. An error of commission whose effect is not cancelled out by a compensating error 2. Compensating Errors
3. Error in balancing an account or casting a subsidiary book 3. Error of Principles
4. An error of wrong posting unless the correct amount is posted to the right side of a wrong account. 4. An error of wrong posting of the correct amount to the right side of a wrong account.

Management Notes

Accounting of non-Profit Organization and Professional people

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Non-profit accounting refers to the unique system of recordation and reporting that is applied to the business transactions engaged in by a nonprofit organization. A nonprofit entity is one that has no ownership interests, has an operating purpose other than to earn a profit, and which receives significant contributions from third parties that do not expect to receive a return. Nonprofit accounting employs the following concepts that differ from the accounting by a for-profit entity:

  • Net assets. Net assets take the place of equity in the balance sheet, since there are no investors to take an equity position in a nonprofit.
  • Donor restrictions. Net assets are classified as being either with donor restrictions or without donor restrictions. Assets with donor restrictions can only be used in certain ways, frequently being assigned only to specific programs. Assets without donor restrictions can be used for any purpose.
  • A nonprofit exists in order to provide some kind of service, which is called a program. A nonprofit may operate a number of different programs, each of which is accounted for separately. By doing so, one can view the revenues and expenses associated with each program.
  • Management and administration. Costs may be assigned to the management and administration classification, which refers to the general overhead structure of a nonprofit. Donors want this figure to be as low as possible, which implies that the bulk of their contributions are going straight to programs.
  • Fund raising. Costs may be assigned to the fund raising classification, which refers to the sales and marketing activities of a nonprofit, such as solicitations, fund raising events, and writing grant proposals.
  • Financial statements. The financial statements produced by a nonprofit entity differ in several respects from those issued by a for-profit entity. For example, the statement of activities replaces the income statement, while the statement of financial position replaces the balance sheet. Both for-profit and nonprofit entities issue a statement of cash flows. Finally, there is no nonprofit equivalent for the statement of stockholders’ equity, since a nonprofit has no equity.

Characteristics of Not-for-Profit Organizations

  • Service Motive: These organisations have a motive to provide service to its members or a specific group or to the general public. They provide services free of cost or at a bare minimum price as their aim is not to earn the profit. They do not discriminate among people on the basis of their caste, creed or colour. Examples of services provided by them are education, food, health care, recreation, sports facility, clothing, shelter, etc.
  • Members: These organisations are formed as charitable trusts or societies. The subscribers to these organisations are their members.
  • Management: The managing committee or the executive committee manages these organisations. The members elect the committee.
  • Source of Income: The major sources of income of not-for-profit organisations are subscriptions, donations, government grants, legacies, income from investments, etc.
  • Surplus: The surplus generated in the due course is distributed among its members.
  • Reputation: These organisations earn their reputation or goodwill on the basis of the good work done for the welfare of the public.
  • Users of accounting information: The users of the accounting information of these organisations are present and potential contributors as well as the statutory bodies.

The not-for-profit organisations also require to prepare the final accounts or the financial statements at the end of the accounting year as per the accounting principles. The final accounts of these organisations consist of:

  1. Receipts and Payments A/c: It is the summary of the cash and bank It helps in the preparation of Income and Expenditure A/c and Balance Sheet. We also need to submit it to the Registrar of Societies along with Income and Expenditure A/c and Balance Sheet.
  2. Income and Expenditure A/c: It is similar to the Profit and Loss A/c and ascertains the surplus or deficit if any.
  3. Balance Sheet: We prepare it in the same manner as the Balance Sheet of concerns with a profit motive.
Management Notes

Bank Reconciliation Statement, Definition, Purpose, Importance

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Bank Reconciliation Statement (BRS) is a document that compares the balance shown in a company’s bank account (as per the bank statement) with the balance in its own financial records. The purpose of BRS is to identify and reconcile any differences due to outstanding checks, deposits in transit, bank charges, or errors. This process ensures that the financial statements reflect the accurate bank balance, resolving discrepancies between the company’s cash records and the bank’s statement. It helps in detecting fraud, errors, and unauthorized transactions, ensuring financial accuracy and control.

Purpose of Bank Reconciliation Statement (BRS):

  1. Ensuring Accuracy of Cash Balances

One of the primary purposes of preparing a BRS is to ensure that the cash balance in the company’s accounting records matches the cash balance in the bank statement. Discrepancies can occur due to outstanding checks, deposits in transit, or errors. The BRS identifies these differences, helping accountants correct their cash balances, ensuring that both records are accurate and reliable.

  1. Identifying Errors in Financial Records

Mistakes can occur either in the company’s books or the bank’s statement. These errors might include incorrect data entries, missed transactions, or duplicated entries. A BRS highlights such errors, allowing the company to rectify them promptly. It ensures that accounting records reflect the actual cash position, minimizing inaccuracies in financial reporting.

  1. Detecting Fraudulent Activities

BRS is an important tool in detecting and preventing fraud. By comparing the company’s records with the bank’s statement, discrepancies such as unauthorized withdrawals or forged checks can be identified. Timely reconciliation helps in identifying fraudulent activities, enabling businesses to take immediate corrective action and secure their funds.

  1. Monitoring Cash Flow

The reconciliation of the bank balance with the company’s records provides insights into cash flow management. A BRS highlights outstanding checks and uncredited deposits, which could distort the perception of cash flow. By monitoring these elements, businesses can manage their liquidity more effectively, ensuring that cash resources are accurately accounted for and available for operations.

  1. Tracking Bank Charges and Interest

Banks may levy charges for services such as account maintenance, overdraft facilities, or bounced checks, which may not immediately be recorded in the company’s books. Similarly, interest credited to the account might not be reflected in the company’s records. A BRS helps track these charges and interest accurately, ensuring the financial records capture all related transactions.

  1. Ensuring Compliance and Control

Regular preparation of a BRS demonstrates strong internal controls and financial discipline. It ensures compliance with auditing standards and accounting regulations, as accurate cash records are crucial for financial reporting. Regular reconciliation strengthens the company’s credibility in the eyes of stakeholders, auditors, and regulators by reflecting sound accounting practices.

  1. Enhancing Decision-Making

An accurate and up-to-date cash balance is essential for effective decision-making. A BRS provides a clear picture of the company’s liquidity position by reconciling the available cash with banking records. This clarity allows management to make informed decisions regarding investments, expenditures, and financial planning, ensuring smooth business operations and financial stability.

Importance of Bank Reconciliation Statement (BRS):

  1. Ensures Accuracy of Cash Balances

The main purpose of the BRS is to reconcile the differences between the company’s cash records and the bank statement. Various reasons, such as unpresented checks or deposits in transit, can cause discrepancies. By reconciling these differences, businesses can ensure the accuracy of their cash balances, making financial statements more reliable.

  1. Helps in Detecting Fraud

BRS plays an essential role in fraud detection. If unauthorized transactions, such as fraudulent withdrawals, forged checks, or unauthorized electronic payments, are made, the discrepancies between the bank statement and the company’s records will reveal them. Regular reconciliation allows businesses to spot these fraudulent activities early and take corrective measures.

  1. Identifies Accounting Errors

Errors in recording transactions can happen in both the company’s books and the bank’s records. Mistakes like omission, duplication of entries, or incorrect amounts can lead to inaccurate cash balances. A BRS helps in identifying and correcting such errors promptly, ensuring that financial records are correct and complete.

  1. Improves Cash Flow Management

BRS provides valuable insight into a company’s actual cash flow by considering outstanding checks and deposits in transit. Without reconciliation, a business may overestimate or underestimate its available cash. By preparing a BRS, businesses can manage their cash flow effectively, ensuring that they have sufficient liquidity to meet operational needs.

  1. Tracks Bank Charges and Interest

Banks often charge fees for services like overdrafts, wire transfers, or account maintenance, which might not be immediately reflected in the company’s books. Similarly, interest income from bank accounts may not be recorded until reconciliation. A BRS helps track these charges and interest, ensuring that the financial records accurately reflect all transactions.

  1. Facilitates Auditing

The preparation of a BRS is crucial for auditing purposes. Auditors often check the reconciliation process to ensure that the cash records are accurate and free from misstatements. A properly prepared BRS demonstrates strong internal control over financial records, boosting the company’s credibility in the eyes of auditors and stakeholders.

  1. Promotes Informed Decision-Making

Accurate and timely cash information is essential for making sound business decisions. The BRS provides a clear picture of the company’s actual cash position, allowing management to make informed decisions regarding investments, payments, and other financial commitments, thereby improving financial stability and operational efficiency.

Entries of Bank Reconciliation Statement (BRS):

Particulars Amount (₹) Explanation
Bank Balance as per Bank Statement ₹ 50,000 Balance shown by the bank
Add: Deposits in Transit ₹ 5,000 Deposits made but not yet credited by the bank
Add: Interest Credited by Bank ₹ 1,000 Interest income not recorded in company’s books
Less: Outstanding Checks ₹ (7,000) Checks issued by the company but not yet cleared
Less: Bank Charges ₹ (500) Bank fees not recorded in company’s books
Less: Direct Debit for Utility Payment ₹ (1,200) Payment made by the bank on behalf of the company
Less: Dishonored Check (Customer) ₹ (2,000) Check deposited but returned by the bank
Adjusted Bank Balance ₹ 45,300 Final reconciled balance

Explanation:

  1. Bank Balance as per Bank Statement: The amount shown on the bank statement.
  2. Deposits in Transit: Deposits that are not yet reflected in the bank account.
  3. Interest Credited by Bank: Bank has credited interest which is not yet recorded in the company’s books.
  4. Outstanding Checks: Checks issued by the company but not cleared by the bank.
  5. Bank Charges: Service fees charged by the bank, not yet recorded in the company’s books.
  6. Direct Debit for Utility Payment: Payments directly debited by the bank for utility bills.
  7. Dishonored Check: Customer’s check that was returned by the bank due to insufficient funds.
Management Notes

Issue of Equity Share, Procedure, Kinds of Share Issues

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Equity Shares are the main source of finance of a firm. It is issued to the general public. Equity share­holders do not enjoy any preferential rights with regard to repayment of capital and dividend. They are entitled to residual income of the company, but they enjoy the right to control the affairs of the business and all the shareholders collectively are the owners of the company.

Issue of Shares:

When a company wishes to issue shares to the public, there is a procedure and rules that it must follow as prescribed by the Companies Act 2013. The money to be paid by subscribers can even be collected by the company in installments if it wishes. Let us take a look at the steps and the procedure of issue of new shares.

Procedure of Issue of New Shares

  • Issue of Prospectus

Before the issue of shares, comes the issue of the prospectus. The prospectus is like an invitation to the public to subscribe to shares of the company. A prospectus contains all the information of the company, its financial structure, previous year balance sheets and profit and Loss statements etc.

It also states the manner in which the capital collected will be spent. When inviting deposits from the public at large it is compulsory for a company to issue a prospectus or a document in lieu of a prospectus.

  • Receiving Applications

When the prospectus is issued, prospective investors can now apply for shares. They must fill out an application and deposit the requisite application money in the schedule bank mentioned in the prospectus. The application process can stay open a maximum of 120 days. If in these 120 days minimum subscription has not been reached, then this issue of shares will be cancelled. The application money must be refunded to the investors within 130 days since issuing of the prospectus.

  • Allotment of Shares

Once the minimum subscription has been reached, the shares can be allotted. Generally, there is always oversubscription of shares, so the allotment is done on pro-rata bases. Letters of Allotment are sent to those who have been allotted their shares. This results in a valid contract between the company and the applicant, who will now be a part owner of the company.

If any applications were rejected, letters of regret are sent to the applicants. After the allotment, the company can collect the share capital as it wishes, in one go or in instalments.

Features of Equity Shares

  • Ownership and Control

Equity shareholders are the owners of a company, holding a proportional stake based on the number of shares they own. They influence major corporate decisions by voting on critical matters, including mergers, acquisitions, and board member elections. Their level of control depends on their shareholding percentage. While they don’t manage daily operations, their votes impact strategic directions. This ownership grants them residual claims on profits and assets, making them key stakeholders in the company’s growth and decision-making processes.

  • Voting Rights

Equity shareholders have voting rights that allow them to participate in key company decisions. Voting power is typically proportional to the number of shares owned. Shareholders vote on electing directors, approving financial policies, and strategic moves like mergers. Some companies issue shares with differential voting rights (DVR), offering varied voting privileges. While many retail investors do not actively use their voting rights, institutional investors influence company policies significantly. Shareholders may also vote through proxies, delegating their voting authority to representatives.

  • Dividend Payments

Equity shareholders receive dividends, but payments are not fixed and depend on the company’s profitability. The board of directors determines dividend distribution, and shareholders approve it. If a company performs well, it may distribute higher dividends; if it incurs losses, dividends may not be paid at all. Some companies prefer reinvesting profits into business expansion rather than distributing dividends. While dividends provide income, shareholders primarily seek capital appreciation, as stock value growth often leads to higher long-term returns than periodic dividend payouts.

  • Residual Claim in Liquidation

Equity shareholders have a residual claim on a company’s assets if it goes into liquidation. After repaying debts, liabilities, and preference shareholders, remaining funds are distributed among equity shareholders. Since they are the last to receive payments, equity shares are riskier than debt instruments or preference shares. If a company’s liabilities exceed assets, shareholders may receive nothing. Despite this risk, the potential for high returns attracts investors. The residual claim feature reflects the high-risk, high-reward nature of equity investments.

  • High-Risk, High-Return Investment

Equity shares carry high risk but offer significant return potential. Their market price fluctuates due to company performance, economic conditions, industry trends, and investor sentiment. Unlike bonds or preference shares, equity shares do not provide guaranteed income. Investors may experience significant capital appreciation if the company grows, but losses if it underperforms. Long-term investments in well-performing companies often yield substantial gains, while short-term trading benefits from price volatility. Equity shares suit investors willing to tolerate risks for higher financial rewards.

  • Limited Liability

Equity shareholders enjoy limited liability, meaning their financial risk is restricted to their investment amount. If the company incurs heavy losses or goes bankrupt, shareholders are not personally responsible for repaying debts. Their maximum loss is limited to the value of their shares, unlike proprietors or partners who may be liable for company debts. This protection makes equity investment attractive, as investors can participate in company growth without risking personal assets. However, share prices may fluctuate, affecting the overall investment value.

Different Types of Issues:

  • Initial Public Offering (IPO)

An Initial Public Offering (IPO) is when a company issues shares to the public for the first time to raise capital. It helps businesses expand, repay debts, or fund new projects. Companies must comply with regulatory requirements, such as those set by SEBI in India. Investors can buy shares at a predetermined price or through a book-building process. Once issued, these shares are listed on stock exchanges for trading. An IPO allows companies to transition from private to public ownership, increasing their market visibility and credibility.

  • Follow-on Public Offering (FPO)

A Follow-on Public Offering (FPO) occurs when a company that is already publicly listed issues additional shares to raise more capital. It is used to fund expansion, reduce debt, or improve financial stability. FPOs can be of two types: dilutive, where new shares increase total supply, reducing existing shareholders’ ownership percentage, and non-dilutive, where existing shareholders sell their shares without affecting the total share count. Investors analyze FPOs carefully, as they can impact stock prices based on the company’s financial health and growth prospects.

  • Rights Issue

A rights issue allows existing shareholders to purchase additional shares at a discounted price in proportion to their current holdings. This method helps companies raise funds without issuing shares to the general public. Shareholders can either subscribe to new shares or sell their rights in the market. Rights issues prevent ownership dilution by giving preference to existing investors. However, if shareholders do not participate, their ownership percentage decreases. This type of share issue is often used when a company needs urgent capital for expansion or debt repayment.

  • Bonus Issue

A bonus issue involves a company distributing free additional shares to its existing shareholders based on their holdings, without any cost. This is done from the company’s reserves or retained earnings. For example, a 2:1 bonus issue means shareholders receive two extra shares for every one they own. While it does not change the company’s total value, it increases the number of outstanding shares, reducing the stock price per share. Bonus issues enhance liquidity and investor confidence, rewarding shareholders without impacting cash flow.

  • Private Placement

Private placement is the issuance of shares to a select group of investors, such as institutional investors, venture capitalists, or high-net-worth individuals, instead of the general public. This method helps companies raise capital quickly without the regulatory complexities of a public offering. Private placements can be preferential allotment, where shares are issued at a pre-agreed price, or qualified institutional placement (QIP), which is exclusive to institutional investors. It is a cost-effective alternative to an IPO, allowing companies to raise funds with minimal market fluctuations.

  • Employee Stock Option Plan (ESOP)

An Employee Stock Option Plan (ESOP) allows employees to purchase company shares at a predetermined price after a specific period. It is a form of employee benefit, motivating and retaining key talent by aligning their interests with the company’s success. ESOPs are granted as an incentive, and employees can exercise their options once they meet the vesting period. This increases employee engagement and long-term commitment. Companies use ESOPs to attract skilled professionals, enhance productivity, and create a sense of ownership among employees.

Management Notes

Forfeiture of equity Share

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Forfeiture of equity shares refers to the process by which a company cancels or terminates the ownership rights of a shareholder who has failed to pay the full amount of the share capital or has breached other terms and conditions of the share agreement. This means that the shareholder loses both the shares and any money that was paid toward the share value. Forfeiture is typically implemented when a shareholder fails to pay the calls for unpaid amounts on shares, and it serves as a means for the company to reclaim the shares.

Reasons for Forfeiture of Shares:

Forfeiture typically occurs due to the following reasons:

  • Non-payment of Calls:

The most common reason for the forfeiture of shares is when a shareholder fails to pay the calls (amounts due) on the shares within the specified period. A company may issue calls for unpaid amounts on the shares, and if the shareholder does not pay within the stipulated time frame, the company can decide to forfeit the shares.

  • Failure to Pay Share Application or Allotment Money:

Shareholder may be unable or unwilling to pay the application money or allotment money when it is due, leading to the forfeiture of the shares.

  • Breach of Terms and Conditions:

If the shareholder violates the terms of the share agreement, the company may decide to forfeit their shares.

  • Non-compliance with Company Rules:

If a shareholder fails to adhere to certain rules laid down by the company (such as violating shareholder agreements), the company may initiate forfeiture.

Procedure for Forfeiture of Shares:

  • Issuance of Call for Payment:

Before forfeiture occurs, the company usually issues a call notice to the shareholders to pay the amount due on the shares. The call notice specifies the amount payable and the deadline by which the payment must be made.

  • Failure to Pay:

If the shareholder fails to make the payment by the specified due date, the company sends a second notice requesting the payment. This notice usually informs the shareholder that, if the payment is not made, the shares may be forfeited.

  • Board Resolution:

If the shareholder does not make the payment even after the second notice, the company’s board of directors may pass a resolution to forfeit the shares. This decision is made during a board meeting and is documented in the minutes of the meeting.

  • Announcement of Forfeiture:

After passing the resolution, the company announces the forfeiture of the shares. This is typically recorded in the company’s records, and the shareholder is informed of the decision. The shareholder loses their rights and ownership in the shares, and the amount paid toward the shares up until that point is forfeited.

  • Return of Shares to the Company:

Once the shares are forfeited, they are returned to the company, and the shareholder no longer has any claim over the shares.

Effect of Forfeiture

  • Cancellation of Shares:

Once shares are forfeited, they are canceled by the company, and the shareholder loses all rights associated with them. The forfeited shares cannot be sold or transferred to another person, as they are no longer valid.

  • No Refund of Paid Amount:

The amount already paid by the shareholder is forfeited, and the shareholder is not entitled to a refund, even though they have lost their ownership in the shares.

  • Company Gains the Right to Reissue:

After forfeiture, the company has the right to reissue the forfeited shares. These shares can be sold to other investors to raise capital for the company. The company may reissue the shares at a discount or at the nominal value, depending on the circumstances.

  • Loss of Voting Rights:

Once the shares are forfeited, the shareholder loses the right to vote at general meetings, as well as any other rights tied to share ownership, such as receiving dividends or participating in company decisions.

Accounting Treatment of Forfeited Shares:

  • Amount Received from the Shareholder:

When a shareholder’s shares are forfeited, the amount received for those shares is transferred to a separate Forfeited Shares Account. The balance in this account represents the amounts paid by the shareholder up until the forfeiture.

  • Adjusting Share Capital:

The amount received from the forfeited shares is transferred from the Share Capital Account to the Forfeited Shares Account. This reduces the total share capital of the company.

  • Reissue of Forfeited Shares:

If the company reissues the forfeited shares, the amount received from the reissue is credited to the Forfeited Shares Account, and the difference between the original amount paid and the amount received on reissue is adjusted accordingly.

  • Profit or Loss on Forfeiture:

If the amount paid on the reissued shares is more than the original amount paid by the shareholder, the company records a gain. If the amount is less, a loss is recognized.

Legal and Regulatory Framework:

Under the Companies Act of 2013 in India, the forfeiture of shares is governed by Section 50. It specifies that a company must follow a proper process, including giving notice to the shareholder before forfeiting the shares. Forfeiture can only occur after a resolution is passed by the company’s board of directors.

Similarly, in other jurisdictions like the UK and the US, there are provisions in place that guide how and when shares can be forfeited. While the process is similar across countries, it is important to refer to the specific regulations in the relevant jurisdiction for compliance.

Management Notes

Issue and Redemption of Preference Shares

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Preference Shares, also known as preferred stock, are a type of share capital that gives certain preferences to its holders over common equity shareholders. These preferences typically include a fixed dividend payout and priority in the event of company liquidation. Preference shares are a hybrid instrument, possessing features of both equity and debt. In India, the issuance and redemption of preference shares are governed by the Companies Act, 2013 and related rules.

The process of issuing and redeeming preference shares involves specific legal requirements, terms, and procedures, all aimed at protecting shareholders and ensuring proper corporate governance.

Issue of Preference Shares

The issue of preference shares is governed by Section 55 of the Companies Act, 2013. This section lays down the guidelines for the issuance of such shares, ensuring that companies follow a transparent and regulated process.

Types of Preference Shares

Preference shares can be classified into various categories based on their features:

  • Cumulative Preference Shares:

These shares entitle the shareholders to accumulate unpaid dividends. If the company fails to pay the dividend in a particular year, the amount is carried forward to future years and paid when profits are available.

  • Non-cumulative Preference Shares:

In this case, the shareholders do not have the right to accumulate unpaid dividends. If the dividend is not paid in a particular year, the shareholder cannot claim it in the future.

  • Convertible Preference Shares:

These shares can be converted into equity shares after a specified period or upon the occurrence of certain events, as per the terms agreed upon at the time of issuance.

  • Non-convertible Preference Shares:

These shares cannot be converted into equity shares and remain preference shares until they are redeemed or bought back.

  • Participating Preference Shares:

Holders of these shares are entitled to a share in the surplus profits of the company in addition to the fixed dividend, usually after the equity shareholders are paid.

  • Non-participating Preference Shares:

These shareholders are entitled only to a fixed dividend and have no rights over the surplus profits.

Procedure for Issuing Preference Shares

  • Board Resolution:

The process begins with the board of directors passing a resolution to issue preference shares. This resolution must outline the terms and conditions, such as the type of preference shares, dividend rate, redemption period, and any conversion rights.

  • Shareholder Approval:

The issue of preference shares requires approval from the company’s shareholders. This approval is generally obtained in a general meeting through a special resolution.

  • Compliance with the Companies Act, 2013:

Section 55 mandates that preference shares must be issued for a maximum period of 20 years, except in the case of infrastructure projects, where shares may be issued for a longer period. Companies must also ensure that preference shares are redeemable, meaning that they will be repaid or bought back after a specified period.

  • Prospectus or Offer Document:

If the company is issuing preference shares to the public, it must issue a prospectus or offer document as per the guidelines set by the Securities and Exchange Board of India (SEBI). This document provides details about the offer, including the number of shares, dividend rate, terms of redemption, and risks involved.

  • Filing with Registrar of Companies (RoC):

After obtaining the necessary approvals, the company must file the relevant forms with the Registrar of Companies (RoC), including details of the issued shares.

  • Issuance of Share Certificates:

Once all regulatory approvals are obtained, the company issues share certificates to the preference shareholders, marking the completion of the issuance process.

Rights of Preference Shareholders

Preference shareholders enjoy the following key rights:

  • Fixed Dividend:

Preference shareholders receive a fixed rate of dividend before any dividends are paid to equity shareholders.

  • Priority in Repayment:

In the event of liquidation, preference shareholders have a higher claim on company assets compared to equity shareholders.

  • Voting Rights:

Typically, preference shareholders do not have voting rights in the company’s day-to-day affairs. However, they may obtain voting rights if their dividends remain unpaid for two or more consecutive years.

  • Redemption:

Preference shares are redeemable, meaning that the company must repay the capital to preference shareholders after a certain period, subject to the terms of the issue.

Redemption of Preference Shares

Redemption of preference shares refers to the process by which a company repays the preference shareholders the face value of their shares. This can happen at a pre-determined time, subject to the terms agreed upon at the time of issuance.

Conditions for Redemption under Section 55 of the Companies Act, 2013

  1. Authorized by Articles of Association:

The company’s Articles of Association (AoA) must explicitly permit the redemption of preference shares. If the AoA does not contain such a provision, it must be amended before the redemption can take place.

  1. Fully Paid-up Shares:

Only fully paid-up preference shares can be redeemed. If the shares are only partially paid, the redemption process cannot be initiated until all dues are paid in full.

  1. Redemption out of Profits or Fresh Issue:

The company can redeem preference shares either:

  • Out of profits available for distribution as dividends, or
  • From the proceeds of a new issue of shares.

  1. Capital Redemption Reserve (CRR):

If the company redeems preference shares out of its profits, an equivalent amount must be transferred to a Capital Redemption Reserve (CRR). This CRR serves as a safeguard against the company depleting its capital base and must be maintained as long as the company is in existence.

  1. No Redemption at Premium Without Special Resolution:

If preference shares are to be redeemed at a premium, the terms of redemption must be specified at the time of issuance, and shareholder approval must be obtained through a special resolution.

  1. Filing with Registrar of Companies:

Once preference shares are redeemed, the company must file the necessary documents with the RoC, including the details of the redeemed shares.

Modes of Redemption:

Redemption can occur through one of the following methods:

  1. Redemption at Par:

In this case, preference shareholders are repaid the face value of their shares. No premium is involved, and the redemption amount equals the nominal value of the shares.

  1. Redemption at Premium:

In some cases, companies offer to redeem preference shares at a price higher than the face value. The premium must be paid out of the company’s profits or reserves and requires shareholder approval.

Process of Redemption of Preference Shares:

  • Approval for Redemption:

The board of directors must first approve the redemption plan. The resolution must include details such as the type and number of shares to be redeemed, the redemption price, and the source of funds (profits or fresh issue).

  • Funding the Redemption:

The company must ensure that it has sufficient funds for the redemption. If the redemption is to be made from profits, the company must set aside the requisite amount. If a fresh issue of shares is to fund the redemption, the company must raise the capital before proceeding.

  • Payment to Shareholders:

Once the funds are available, the company repays the preference shareholders according to the agreed terms. This may involve either transferring the redemption amount directly to the shareholders’ accounts or issuing cheques.

  • Capital Redemption Reserve (CRR):

If the shares are redeemed out of profits, an amount equal to the face value of the redeemed shares must be transferred to the CRR. This reserve cannot be used for dividend payments or general business expenses and serves to preserve the company’s capital base.

  • Updating the Register of Members:

After the redemption, the company must update its register of members to reflect the reduction in the number of preference shares.

Key Differences between Issuance and Redemption of Preference Shares

Aspect Issuance of Preference Shares Redemption of Preference Shares
Nature Raises capital for the company Repayment of capital to shareholders
Approval Required Requires board and shareholder approval Requires board approval and sufficient funds
Payment No immediate payment to shareholders Payment of redemption amount to shareholders
Capital Increases company’s capital Reduces company’s capital
Filing Filing required with RoC for issue details Filing required for redemption details
CRR Not applicable Creation of CRR if redeemed out of profits

Management Notes

Issue and Redemption of Debentures

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Debentures are a common tool used by companies to raise long-term capital without diluting ownership through equity shares. The process of issuing debentures involves selling them to investors who, in return, receive regular interest payments and the promise of repayment of the principal at the maturity date. The redemption of debentures refers to the repayment of the borrowed amount to debenture holders after the debenture’s tenure.

Issue of Debentures

The process of issuing debentures is an important step in corporate financing, as it enables companies to meet their capital needs without affecting their equity structure. Below are the various aspects of issuing debentures:

Methods of Issuing Debentures:

Debentures can be issued in different ways depending on the needs of the company and the preferences of the investors. The primary methods:

  • Public issue:

Companies can offer debentures to the public by issuing a prospectus that details the terms and conditions of the debenture. The public can then apply to purchase these debentures, just like in a public offering of shares.

  • Private Placement:

Debentures can be issued privately to a select group of investors, usually large institutions or high-net-worth individuals. This method is faster than a public issue and involves fewer regulatory requirements.

  • Rights issue:

Existing shareholders are offered the right to subscribe to debentures in proportion to their existing shareholding. This method ensures that current shareholders have an opportunity to participate in the company’s debt issuance.

  • Preference issue:

Debentures can be issued to selected investors (often existing stakeholders) with preferential terms, such as higher interest rates.

Types of Debentures Issued:

Companies issue different types of debentures based on their capital requirements and investor preferences:

  • Secured Debentures:

These debentures are backed by specific assets of the company. In the case of default, secured debenture holders have a claim on these assets.

  • Unsecured Debentures:

These are not backed by any collateral and are riskier for investors. However, they may offer higher interest rates to compensate for the added risk.

  • Convertible Debentures:

These can be converted into equity shares after a certain period or at the discretion of the debenture holder. This gives the holder the potential to benefit from any increase in the company’s share price.

  • Non-Convertible Debentures:

These cannot be converted into shares and remain a fixed income instrument throughout their tenure.

Key Elements of Debenture Issuance:

When issuing debentures, companies must clearly outline the following key terms:

  • Interest Rate:

Interest rate is usually fixed and is paid to debenture holders periodically (annually or semi-annually). The rate reflects the company’s creditworthiness and the overall market conditions.

  • Maturity Period:

This is the time frame over which the debenture will exist, typically ranging from 5 to 20 years. At the end of the maturity period, the principal amount is repaid to debenture holders.

  • Redemption Terms:

These outline when and how the debentures will be redeemed, which may include specific options like early redemption or repayment in installments.

  • Issue Price:

Debentures can be issued at par (face value), at a premium (above face value), or at a discount (below face value). The issue price influences the yield that investors will earn.

Redemption of Debentures

Redemption refers to the repayment of the principal amount to debenture holders once the debenture matures. There are various methods of redemption, and the specific method is typically outlined in the terms of the debenture issue.

Methods of Redemption:

  • Lump Sum Payment:

This is the most common method, where the company repays the entire principal amount to debenture holders at the maturity date in one single payment.

  • Installment Payments:

Instead of paying the entire principal at once, the company repays a portion of the principal periodically over the debenture’s term. This reduces the financial burden at the time of maturity.

  • Redemption by Purchase in the Open Market:

The company may buy back debentures in the open market before their maturity date if they are available at a lower price than face value. This allows companies to retire debt at a lower cost.

  • Conversion into Shares:

If the debentures are convertible, they can be converted into equity shares of the company at a pre-determined rate. This method is attractive for investors who wish to switch from debt instruments to equity if the company performs well.

  • Call and Put Options:

Some debentures come with a call option, allowing the company to redeem the debentures before the maturity date. Similarly, a put option allows the investor to demand early repayment from the company.

Sources of Redemption Funds:

Companies need to arrange for funds to redeem debentures. Common sources:

  • Sinking Fund:

Many companies set up a sinking fund specifically for debenture redemption. A portion of the company’s profits is periodically transferred to this fund, ensuring that the company has sufficient resources to repay the debentures at maturity.

  • Fresh Issue of Debentures or Shares:

Company may issue new debentures or shares to raise funds for the redemption of existing debentures. This method helps companies avoid liquidity crunches at the time of redemption.

  • Profit Reserves:

If a company has sufficient profits and reserves, it can use these resources to redeem debentures. This is a common practice among financially sound companies.

  • Loans from Banks or Financial Institutions:

If the company does not have sufficient internal resources, it may take out a loan to redeem debentures. While this transfers the debt from debenture holders to financial institutions, it ensures that the debentures are repaid on time.

Premium on Redemption:

In some cases, companies agree to redeem debentures at a price higher than their face value. This is known as redemption at a premium. The premium acts as an additional incentive for investors to subscribe to the debentures at the time of issue, especially if the interest rate is relatively low.

Legal Requirements for Redemption:

The Companies Act, 2013, governs the redemption of debentures in India. Companies are required to comply with certain regulations, such as:

  • Creation of Debenture Redemption Reserve (DRR):

Companies must set aside a portion of their profits in a Debenture Redemption Reserve (DRR) to ensure they have funds available for repayment. However, certain classes of companies are exempt from this requirement.

  • Maintenance of Records:

Companies must maintain accurate records of debenture holders and the terms of redemption. These records are essential for transparency and regulatory compliance.

Management Notes

Disposal of profits

indiafreenotesby indiafreenotes0

A disposal account is a gain or loss account that appears in the income statement, and in which is recorded the difference between the disposal proceeds and the net carrying amount of the fixed asset being disposed of. The account is usually labeled “Gain/Loss on Asset Disposal.” The journal entry for such a transaction is to debit the disposal account for the net difference between the original asset cost and any accumulated depreciation (if any), while reversing the balances in the fixed asset account and the accumulated depreciation account. If there are proceeds from the sale, they are also recorded in this account. Thus, the line items in the entry are:

  • Debit the accumulated depreciation account to reverse the cumulative amount of depreciation already recorded for the asset, and credit the disposal account
  • Debit the cash account for any proceeds from the sale, and credit the disposal account
  • Debit the disposal account if there is a loss on disposal
  • Credit the fixed asset account to reverse the original cost of the asset, and debit the disposal account
  • Credit the disposal account if there is a gain on disposal

It is also possible to accumulate the offsetting debits and credits associated with the elimination of an asset and related accumulated depreciation, as well as any cash received, in a temporary disposal account, and then transfer the net balance in this account to a “gain/loss on asset disposal” account. However, this is a lengthier approach that is not appreciably more transparent and somewhat less efficient than treating the disposal account as a gain or loss account itself, and so is not recommended.

Disposal Account Example

The following journal entry shows a typical transaction where a fixed asset is being eliminated. The asset has an original cost of $10,000 and accumulated depreciation of $8,000. We want to completely eliminate it from the accounting records, so we credit the asset account for $10,000, debit the accumulated depreciation account for $8,000, and debit the disposal account for $2,000 (which is a loss).

  Debit Credit
Accumulated depreciation 8,000  
Loss on asset disposal 2,000  
Asset   10,000

If the company had instead sold off the asset for $3,000, this would generate a net gain of $1,000, which is recorded with the following entry:

  Debit Credit
Cash 3,000  
Accumulated depreciation 8,000  
Asset   10,000
Gain on asset disposal   1,000

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