Tag: Bonus Shares

Management Notes

Types of Underwriting: Firm Underwriting, Conditional Underwriting, and Sub-Underwriting

indiafreenotesby indiafreenotes3

Underwriting is the process where financial institutions, typically investment banks or insurance companies, assess and assume the risk of issuing securities or providing insurance. In capital markets, underwriters guarantee the sale of securities by purchasing them from the issuer and reselling them to investors, ensuring companies raise the required funds. This process enhances investor confidence, ensures regulatory compliance, and stabilizes the financial market. Underwriting is essential for public offerings, debt issuances, and insurance policies, as it mitigates risks for issuers while ensuring liquidity and market efficiency.

  • Firm Commitment Underwriting

In firm commitment underwriting, the underwriter guarantees the purchase of the entire issue of securities from the company, regardless of whether they can sell them to investors. The issuer receives the full amount of capital immediately, while the underwriter assumes the risk of any unsold securities. This type of underwriting is commonly used for initial public offerings (IPOs) and large debt issuances. It provides certainty to the issuing company but poses a financial risk to the underwriter if the market demand is low. Investment banks typically conduct firm commitment underwriting for well-established companies with strong market demand.

  • Best Efforts Underwriting

In best efforts underwriting, the underwriter does not guarantee the sale of the entire issue but agrees to make its best effort to sell as many securities as possible. The issuer bears the risk of any unsold securities. This method is often used for smaller or riskier companies where market demand is uncertain. The underwriter acts as a sales agent rather than a principal buyer. Best efforts underwriting is commonly seen in small public offerings and private placements, allowing companies to access capital without obligating the underwriter to purchase unsold shares.

  • Standby Underwriting

Standby underwriting is primarily used in rights issues, where a company offers additional shares to existing shareholders. If shareholders do not subscribe to all the offered shares, the underwriter purchases the remaining securities to ensure full subscription. This method provides assurance to the company that all shares will be sold, securing the required capital. It benefits companies looking to raise funds without relying entirely on the market. Standby underwriters typically charge a higher fee due to the risk involved in purchasing unsubscribed shares, especially in volatile market conditions.

  • Syndicate Underwriting

Syndicate underwriting involves multiple underwriters forming a group (syndicate) to collectively handle a large public issue. This method reduces individual risk, as each member of the syndicate commits to underwriting a portion of the securities. It is commonly used for high-value IPOs, government bond issuances, and large corporate debt offerings. The lead underwriter manages the process, coordinating with other syndicate members. This approach allows issuers to tap into a broader investor base while distributing risk among multiple underwriters. Syndicate underwriting ensures better market absorption of securities and a successful capital-raising process.

  • Conditional Underwriting

Conditional underwriting is an agreement where the underwriter commits to purchasing unsold securities only if certain conditions are met. Unlike firm commitment underwriting, the underwriter is not obligated to buy all securities unless the conditions, such as minimum subscription levels or regulatory approvals, are satisfied. This type of underwriting is commonly used in rights issues and public offerings, where the issuer seeks assurance that a minimum amount of capital will be raised. It reduces risk for both the issuer and underwriter while ensuring a successful securities issue.

  • Sub-Underwriting

Sub-underwriting occurs when the primary underwriter shares the risk of underwriting an issue by appointing sub-underwriters. These sub-underwriters agree to purchase a portion of the unsold securities if investors do not fully subscribe to the offering. This method is commonly used in large-scale issuances, IPOs, and debt offerings to distribute risk among multiple parties. Sub-underwriting helps mitigate financial exposure for the lead underwriter and ensures a higher likelihood of full subscription. Institutions, brokers, or wealthy investors typically act as sub-underwriters, earning a commission for assuming part of the risk.

Management Notes

Marked Applications and Unmarked Applications

indiafreenotesby indiafreenotes3

When a company issues shares or debentures to the public, applications for subscriptions are received from various investors. These applications can be classified into marked applications and unmarked applications. The distinction between these two types is important in the underwriting process, as it determines the allocation of shares and the liability of underwriters.

In underwriting, an underwriter guarantees the sale of securities by agreeing to subscribe to any portion that remains unsold. The classification of applications helps in computing the underwriters’ liabilities accurately.

Marked Applications

Marked applications refer to those applications that bear a specific mark or code identifying the underwriter responsible for procuring the application. These applications indicate that the investor has subscribed to the issue due to the efforts of a particular underwriter.

Since marked applications can be traced back to specific underwriters, they are credited to those underwriters when calculating their liabilities. The company issuing securities considers the marked applications as the underwriter’s contribution to the issue.

Example:

If an underwriter promotes the sale of 10,000 shares and receives applications with their mark, these 10,000 shares will be credited to their underwriting efforts.

Characteristics of Marked Applications:

  • They contain a unique mark, stamp, or code identifying the underwriter.

  • They help determine the share of applications brought in by each underwriter.

  • They reduce the underwriter’s liability as the applications are credited to them.

  • They are useful for assessing the performance of different underwriters.

Unmarked Applications

Unmarked applications refer to those applications that do not contain any specific mark or indication of being procured by a particular underwriter. These applications are received directly from the public without any attribution to an underwriter’s effort.

Since these applications cannot be assigned to any underwriter, they are distributed among all underwriters based on their agreed underwriting proportion. This ensures fair distribution of underwriting responsibility.

Example:

If a company receives 50,000 unmarked applications and has four underwriters with equal agreements, each underwriter will be assigned 12,500 shares from these unmarked applications.

Characteristics of Unmarked Applications:

  • They do not carry any mark identifying an underwriter.

  • They are received directly from the public without underwriter intervention.

  • They are proportionally allocated among all underwriters.

  • They increase the underwriting liability as they must be shared by all underwriters.

Key differences Between Marked and Unmarked Applications

Feature Marked Applications Unmarked Applications
Definition Applications that bear an underwriter’s mark. Applications without any underwriter’s mark.
Identification Can be traced to a specific underwriter. Cannot be traced to any specific underwriter.
Underwriter’s Liability Reduces the underwriter’s liability. Shared proportionally among all underwriters.
Source Brought in through underwriter’s efforts. Received directly from the public.
Allocation Credited to the specific underwriter. Distributed among all underwriters.

Role of Marked and Unmarked Applications in Underwriting Liability:

Underwriting liability is the number of shares an underwriter must subscribe to in case of under-subscription. The calculation of underwriting liability depends on marked applications, unmarked applications, and under-subscription levels.

Step-by-Step Process of Determining Underwriting Liability:

  1. Total Subscription Received: Identify the total number of applications received.

  2. Marked Applications: Assign the marked applications to the respective underwriters.

  3. Unmarked Applications: Distribute unmarked applications among all underwriters in proportion to their underwriting agreements.

  4. Under-subscription: Calculate the number of shares remaining unsubscribed after marked and unmarked applications are adjusted.

  5. Final Liability of Underwriters: Each underwriter is responsible for purchasing the unsubscribed portion as per their agreement.

Example Calculation:

  • Total shares issued: 1,00,000

  • Total subscriptions received: 80,000

  • Marked applications: 50,000 (Credited to respective underwriters)

  • Unmarked applications: 30,000 (Distributed among underwriters)

  • Under-subscription: 20,000 (To be borne by underwriters)

Importance of Marked and Unmarked Applications:

  • Fair Allocation of Underwriting Liability

The distinction between marked and unmarked applications ensures that underwriters are credited for their efforts and share the burden of unmarked applications fairly.

  • Reducing Underwriters’ Risk

Marked applications help reduce the underwriter’s liability, as they prove the underwriter’s ability to generate subscriptions.

  • Effective Underwriting Performance Evaluation

Companies can evaluate the effectiveness of individual underwriters based on the number of marked applications attributed to them.

  • Compliance with SEBI Regulations

Proper classification ensures compliance with SEBI (Securities and Exchange Board of India) regulations, which govern underwriting practices and liabilities.

Challenges in Handling Marked and Unmarked Applications:

  • Disputes in Marking Applications

Underwriters may claim applications as marked to reduce their liability, leading to disputes between underwriters and companies.

  • Allocation of Unmarked Applications

Fairly distributing unmarked applications among underwriters can be challenging, especially when multiple underwriters are involved.

  • Ensuring Transparency and Fairness

Companies must ensure that the marking process is transparent and that no underwriter is unfairly credited or burdened.

Management Notes

Introduction, Meaning Calculation of Sales Ratio Profit Prior to Incorporation

indiafreenotesby indiafreenotes1

In the lifecycle of a company, the phase before its legal incorporation is known as the pre-incorporation period. During this phase, promoters often initiate business activities like purchasing assets, hiring staff, and even making sales. However, a company legally comes into existence only after receiving a Certificate of Incorporation from the Registrar of Companies. This creates a distinction between pre-incorporation and post-incorporation periods for accounting purposes.

When a business is taken over by a newly incorporated company, profits earned during the pre-incorporation period are not considered the income of the company. This is because the company did not legally exist at that time. Therefore, such profits are called Profit Prior to Incorporation and are treated as capital profits. Conversely, profits earned after incorporation are revenue profits.

Meaning of Profit Prior to Incorporation:

Profit Prior to Incorporation refers to the profits or losses earned by a business during the period before the company was legally formed. Since the company is not a legal entity during this time, any profit earned cannot be distributed as dividends. Instead, it is transferred to a Capital Reserve.

The business may have been operated by promoters or taken over from an existing sole proprietor or partnership. The financial results for the full accounting period (before and after incorporation) are often given together, so it becomes necessary to apportion the profits between the pre-incorporation and post-incorporation periods.

Necessity of Calculating Profit Prior to Incorporation:

  1. Correct Profit Reporting: Ensures the company’s financials reflect only profits made during its legal existence.

  2. Dividend Distribution: Dividends can only be paid from revenue profits.

  3. Legal Compliance: Prevents distribution of capital profits as dividends, which is prohibited under the Companies Act.

  4. Tax Purposes: Helps determine taxable profits accurately.

Steps to Calculate Profit Prior to Incorporation:

  1. Ascertain Total Profit or Loss: Determine the profit for the entire period (before and after incorporation).

  2. Divide the Period: Identify the number of months before and after incorporation.

  3. Calculate the Sales Ratio: Used for apportioning items related to sales (e.g., gross profit).

  4. Calculate the Time Ratio: Used for apportioning time-based expenses (e.g., rent, salaries).

  5. Allocate Expenses and Incomes:

    • Allocate incomes and expenses between pre- and post-incorporation using appropriate ratios.

  6. Prepare a Statement: Show profit or loss for each period separately.

Calculation of Sales Ratio:

Sales Ratio is used to apportion sales-based items (e.g., gross profit, commission on sales). It is the ratio of sales made during the pre-incorporation and post-incorporation periods.

Formula:

Sales Ratio = Sales in Pre-Incorporation Period / Sales in Post-Incorporation Period

Steps to Calculate:

  1. Find Total Sales: Determine the total sales during the accounting period.

  2. Break Sales Period-Wise: Separate sales into pre- and post-incorporation periods.

  3. Calculate the Ratio: Divide sales of the respective periods to get the sales ratio.

Example:

If total sales from Jan 1 to Dec 31 are ₹12,00,000 and the company was incorporated on May 1:

  • Sales from Jan to April = ₹4,00,000 (Pre)

  • Sales from May to Dec = ₹8,00,000 (Post)

Then,

Sales Ratio = 4,00,000 : 8,00,000 = 1 : 2

Items Apportioned on Time Ratio vs Sales Ratio:

Basis Items
Time Ratio Rent, salaries (if fixed), depreciation, admin expenses
Sales Ratio Gross profit, selling commission, carriage outwards, sales-related advertisement

  • Preliminary expenses: Post-incorporation

  • Director’s fees: Post-incorporation

  • Interest on purchase consideration: Pre-incorporation

Treatment of Profit Prior to Incorporation:

  1. Capital Reserve: Profit prior to incorporation is transferred to Capital Reserve on the balance sheet.

  2. Cannot be Distributed as Dividend: As it is capital in nature.

  3. Can be Used for:

    • Writing off goodwill or preliminary expenses

    • Issuing bonus shares

    • Meeting capital losses

Format of Profit Prior to Incorporation Statement:

Particulars

Pre-Incorporation (₹)

Post-Incorporation (₹)

Gross Profit (based on Sales Ratio)

 XXXX XXXX
Less: Expenses (allocated) XXXX XXXX
Net Profit XXXX XXXX
Management Notes

Time Ratio Profit Prior to Incorporation

indiafreenotesby indiafreenotes1

When a newly incorporated company takes over an existing business, it is common for the business to have been operational even before the company was legally formed. In such cases, the total profit or loss for the entire period needs to be split between the Pre-incorporation period and the Post-incorporation period.

The profit earned before incorporation is known as Profit Prior to Incorporation. It is considered a capital profit and cannot be distributed as dividends. For an accurate and fair division of profits and expenses between the two periods, two essential tools are used:

  • Sales Ratio: Used for apportioning sales-related items.

  • Time Ratio: Used for apportioning time-based expenses.

This note focuses on the Time Ratio and how it is used in calculating Profit Prior to Incorporation.

What is Profit Prior to Incorporation?

Profit Prior to Incorporation refers to the portion of the net profit (or loss) earned by a business before it becomes a legally incorporated company. It arises in cases where a business is already operational and later taken over by a company from a specific date.

For example, if a business operates from January 1 and is incorporated on April 1, profits from January to March would be termed as Profit Prior to Incorporation, and profits from April onwards would be Revenue Profits.

Nature and Treatment of Profit Prior to Incorporation:

Capital Nature:

  • Treated as capital reserve, not as distributable profit.

  • Shown on the liabilities side of the Balance Sheet under Reserves and Surplus.

  • Can be used for:

    • Writing off preliminary expenses.

    • Writing off goodwill.

    • Issuing bonus shares.

    • Absorbing capital losses.

Revenue Profits:

  • Arise after incorporation.

  • Can be distributed as dividends to shareholders.

  • Shown in the Profit & Loss Account.

Time Ratio – Meaning and Importance:

Time Ratio is the ratio between the lengths of the pre-incorporation and post-incorporation periods. It is used to apportion time-based expenses and incomes that accrue evenly over time.

  • Formula of Time Ratio

Time Ratio = Number of months (or days) in pre-incorporation period: Number of months (or days) in post-incorporation period

Example:

Items Apportioned Using Time Ratio:

Time-based items that are not directly linked to sales are divided using Time Ratio.

Examples:

Items Apportioned Using Time Ratio
Rent, rates, and taxes Yes
Depreciation (on fixed assets) Yes
General office expenses Yes
Salaries and wages Yes (if fixed monthly payments)
Insurance Yes
Telephone and internet charges Yes
Audit fees Sometimes (if period-based)

  1. Determine Total Profit or Loss for the full accounting period.

  2. Identify the Date of Incorporation and divide the period into:

    • Pre-incorporation period.

    • Post-incorporation period.

  3. Calculate Time Ratio for time-based expenses.

  4. Calculate Sales Ratio for sales-based incomes/expenses.

  5. Classify Expenses and Incomes into:

    • Time-based (use time ratio).

    • Sales-based (use sales ratio).

    • Specific to pre- or post-incorporation.

  6. Prepare a Profit Allocation Statement.

Format of Profit Prior to Incorporation Statement:

Particulars

Pre-Incorporation (₹)

Post-Incorporation (₹)

Gross Profit (Sales Ratio)

 XXXX

XXXX

Less: Rent, Salaries (Time Ratio)

 XXXX

XXXX

Less: Sales Commission (Sales Ratio)

 XXXX XXXX
Less: Director’s Remuneration (Post Only) – XXXX
Net Profit XXXX XXXX
Management Notes

Weighted Ratio Profit Prior to Incorporation

indiafreenotesby indiafreenotes3

When a company is formed by taking over a running business, its financial year often spans both pre-incorporation and post-incorporation periods. The profit earned before the date of incorporation is termed “Profit Prior to Incorporation”. This profit is considered capital profit and not available for dividend distribution. To calculate this profit accurately, time ratio and sales ratio are used. However, when expenses and income do not align proportionally with time or sales, the Weighted Ratio is applied for equitable apportionment.

Profit Prior to Incorporation

Profit prior to incorporation is the profit earned by a business before the company is legally formed. For example, if a business is acquired on January 1st but the company is incorporated on April 1st, then the profit from January 1 to March 31 is profit prior to incorporation.

This profit must be calculated separately because:

  • It is capital profit.

  • It is not available for dividend.

  • It is usually transferred to Capital Reserve.

Apportionment of Profit and Expenses:

To determine the correct amount of profit prior to incorporation, the total profit of the period (from acquisition to the end of the financial year) must be split between:

  • Pre-incorporation period: From acquisition date to incorporation date.

  • Post-incorporation period: From incorporation date to the end of the accounting period.

For accurate apportionment of income and expenses, three types of ratios are used:

  1. Time Ratio

  2. Sales Ratio

  3. Weighted Ratio

What is Weighted Ratio?

Weighted Ratio is a more refined method of apportioning expenses, particularly when both time and sales affect the distribution. It assigns weights to both the time and sales factors and then applies these weights to allocate items like salaries, rent, and other semi-variable expenses.

Weighted Ratio = Time × Sales

It is used in situations where neither the time ratio nor sales ratio alone gives a fair distribution.

When to Use Weighted Ratio:

Weighted ratio is used for:

  • Expenses affected by both time and activity level (sales).

  • Semi-variable or mixed expenses like salaries (increased post-incorporation due to more staff), advertisement, and office expenses.

Steps for Calculating Profit Prior to Incorporation Using Weighted Ratio

  1. Determine the total period (acquisition to end of financial year) and divide it into:

    • Pre-incorporation period

    • Post-incorporation period

  2. Calculate Time Ratio = Duration of each period in months.

  3. Calculate Sales Ratio = Sales in each period.

  4. Calculate Weighted Ratio = Time × Sales (for each period).

  5. Prepare a Statement of Profit and Loss:

    • Allocate incomes and expenses using:

      • Time ratio: for fixed expenses (e.g., rent, depreciation).

      • Sales ratio: for variable expenses (e.g., selling commission).

      • Weighted ratio: for semi-variable expenses (e.g., salaries, office expenses).

  6. Calculate Profit Prior to Incorporation: Subtract the pre-incorporation expenses from the pre-incorporation revenue.

  7. Transfer the amount to Capital Reserve.

Items Treated Using Weighted Ratio

Nature of Item Example Basis of Apportionment
Semi-variable expenses Salaries, Office Expenses Weighted Ratio
Fixed Expenses Rent, Insurance, Audit Fees Time Ratio
Variable Expenses Selling Commission, Carriage Outward Sales Ratio

Treatment of Profit Prior to Incorporation

Particulars Treatment
Profit before incorporation Treated as Capital Profit
Use of this profit Transferred to Capital Reserve
Not used for Distribution of dividends
Management Notes

Treatment of Capital and Revenue Expenditure

indiafreenotesby indiafreenotes3

In accounting, every expenditure incurred by a business must be correctly categorized and treated to present a true and fair view of the financial position. Broadly, expenditures fall into two categories:

  • Capital Expenditure

  • Revenue Expenditure

Correct classification and accounting treatment are crucial because it impacts both the profit and loss account and the balance sheet. Misclassification may mislead stakeholders and lead to incorrect tax computations and profit reporting.

Capital Expenditure

Capital expenditure (CapEx) refers to money spent by a business to acquire, upgrade, or extend the life of long-term assets. These expenditures offer economic benefits beyond the current accounting period and are not incurred regularly.

Examples

  • Purchase of land, building, plant, and machinery

  • Cost of installation or delivery of fixed assets

  • Legal fees on the purchase of property

  • Major improvements or extension of assets

Characteristics

  • Non-recurring and long-term in nature

  • Provides benefit over several accounting periods

  • Increases the earning capacity of the business

  • Capitalized and shown on the assets side of the balance sheet

Revenue Expenditure

Revenue expenditure (RevEx) is the money spent on the daily operational needs of the business. It is incurred to maintain the existing earning capacity of the business and is consumed within the same accounting period.

Examples

  • Salaries and wages

  • Rent, electricity, and water charges

  • Repairs and maintenance

  • Office stationery and administrative expenses

  • Insurance premiums

Characteristics

  • Recurring and short-term in nature

  • Maintains the existing assets, does not increase efficiency

  • Fully charged to the profit and loss account in the year incurred

  • Necessary for the regular functioning of the business

Key Differences between Capital Expenditure and Revenue Expenditure

Particulars Capital Expenditure Revenue Expenditure
Nature Non-recurring, long-term Recurring, short-term
Benefit Duration More than one accounting period Only current accounting period
Impact on Assets Increases asset base Does not affect asset base
Financial Statement Effect Appears in Balance Sheet (as asset) Charged to Profit & Loss Account
Examples Purchase of equipment, land, building Rent, salaries, utilities

The treatment in the accounting books varies significantly based on the nature of the expense. Here’s a table showing the accounting treatment:

Expenditure Type Accounting Entry Impact on Financial Statements
Capital Expenditure Asset A/c Dr.
 To Bank A/c		 Asset added in Balance Sheet
Revenue Expenditure Expense A/c Dr.
 To Bank A/c		 Charged as expense in Profit & Loss Account
Depreciation (CapEx) Depreciation A/c Dr.
 To Asset A/c		 Depreciation charged in P&L A/c, asset value reduced
Deferred Revenue Exp. Deferred Exp. A/c Dr.
 To Bank A/c		 Shown as Asset initially, amortized in future P&L A/c

Deferred revenue expenditure is a revenue expenditure in nature but the benefit lasts more than one accounting period. Hence, instead of charging it off in one year, it is spread over several years.

Examples

  • Heavy advertisement for new product launch

  • Preliminary expenses

  • Development costs for new technology

Treatment

Initially shown on the asset side of the balance sheet and gradually written off in the profit and loss account.

At the time of incurring:
Deferred Revenue Exp. A/c Dr.
 To Bank A/c

At the time of amortization:
Profit & Loss A/c Dr.
 To Deferred Revenue Exp. A/c

Capitalized Revenue Expenditure

Certain revenue expenses, when directly related to bringing a capital asset into use, are capitalized.

Examples

  • Wages paid to workers installing machinery

  • Transportation cost for delivering machinery

Though they are revenue in nature, such costs are added to the value of the asset.

Accounting Treatment

Machinery A/c Dr.
 To Bank/Wages/Carriage A/c

Importance of Correct Treatment

Why It Matters

  • Ensures correct computation of profit

  • Proper representation of assets and expenses

  • Compliance with accounting standards (AS-10, AS-26)

  • Affects decision-making by management, investors, and regulators

  • Prevents overstatement or understatement of income

Errors in Classification: Consequences:

Misclassifying Capital as Revenue

  • Understatement of assets

  • Overstatement of current year’s expenses

  • Lower profit shown

Misclassifying Revenue as Capital

  • Overstatement of assets

  • Understatement of expenses

  • Artificially inflated profits

Both types of misclassification violate the principle of prudence and may lead to legal and audit complications.

Accounting Standards Related:

AS-10 (Revised): Property, Plant and Equipment

  • Governs the treatment and recognition of capital assets.

  • Requires capitalization of all costs necessary to bring an asset to working condition.

AS-26: Intangible Assets

  • Applicable to intangible assets like trademarks, patents, and development costs.

  • Clarifies what can and cannot be capitalized.

Special Cases in Treatment

Expense Treatment

Repairs (extensive, long-term)

Capital Expenditure

Ordinary repairs

Revenue Expenditure

Legal charges for buying land

Capital Expenditure

Rent for office

Revenue Expenditure

Renovation increasing asset life

Capital Expenditure

Advertisement (ordinary)

Revenue Expenditure

Advertisement (for long-term impact, e.g., brand building)

Deferred Revenue Expenditure
Management Notes

Ascertainment of Pre-incorporation and Post-incorporation Profits by Preparing Statement of Profit and Loss (Vertical Format) as per Schedule III of Companies Act, 2013

indiafreenotesby indiafreenotes3

When a company is formed during the course of a financial year, it often takes over a running business. The profits earned before the date of incorporation are termed pre-incorporation profits, and the profits earned after incorporation are known as post-incorporation profits.

✅ Pre-incorporation profit is treated as a capital profit (not available for dividend).
✅ Post-incorporation profit is treated as a revenue profit (available for dividend, subject to law).

To ascertain both, we use the vertical format of the Statement of Profit and Loss as per Schedule III of the Companies Act, 2013 and split items based on Time Ratio, Sales Ratio, or Weighted Ratio, depending on the nature of income or expense.

📊 Format of Statement of Profit and Loss (Vertical Format)

As per Schedule III – Division I of the Companies Act, 2013, applicable to non-Ind AS companies.

ABC Ltd.

Statement of Profit and Loss for the year ended 31st March 2025

(Figures in ₹)

Particulars Total Pre-incorporation Post-incorporation
I. Revenue from operations 10,00,000 2,50,000 7,50,000
II. Other Income 50,000 5,000 45,000
III. Total Revenue (I + II) 10,50,000 2,55,000 7,95,000
– – – –
IV. Expenses: – – –
(a) Cost of materials consumed 3,00,000 75,000 2,25,000
(b) Purchase of stock-in-trade 50,000 15,000 35,000
(c) Changes in inventories of finished goods 30,000 8,000 22,000
(d) Employee benefit expenses 1,00,000 20,000 80,000
(e) Finance costs (Interest on debentures, etc.) 40,000 – 40,000
(f) Depreciation and amortisation expenses 60,000 – 60,000
(g) Other expenses (rent, admin, etc.) 1,20,000 40,000 80,000
Total Expenses (IV) 7,00,000 1,58,000 5,42,000
V. Profit before tax (III – IV) 3,50,000 97,000 2,53,000
Less: Income Tax (only on post-incorp. profit) – 65,000
VI. Profit for the year 3,50,000 97,000 1,88,000
Particulars Pre-incorporation Post-incorporation
Classification Capital profit Revenue profit
Transfer to Capital Reserve (in Balance Sheet) Retained earnings / Dividend
Income Tax applicability Not taxable Taxable
Use Cannot be distributed as dividend Can be distributed
Item Basis Remarks
Sales Sales Ratio Based on turnover before and after incorporation
Cost of Goods Sold Sales Ratio Linked to volume of sales
Administrative Expenses Time Ratio Incurred uniformly
Salaries, Rent Time Ratio Fixed and recurring expenses
Selling and Distribution Sales Ratio Sales-based allocation
Depreciation Post-incorporation Applied only after incorporation
Interest on Capital/Debentures Post-incorporation Only after company is formed
Management Notes

Goodwill, Introductions, Meaning, Definitions, Needs, Origins, Circumstances, Factors, Methods

indiafreenotesby indiafreenotes4

Goodwill is an intangible asset representing the value of a business’s reputation, brand image, customer loyalty, efficient management, favourable location, and other advantages that enable it to earn higher profits compared to other firms in the same industry.

Unlike tangible assets such as buildings, machinery, or stock, goodwill cannot be physically seen or touched, but it significantly contributes to the earning potential of the business. It reflects the premium value that an acquiring company is willing to pay over and above the fair market value of the net assets of the acquired business.

In accounting terms, goodwill is recognised when a business is purchased for a price higher than the value of its net assets. The difference between the purchase price and the net asset value is recorded as goodwill in the books of the buyer.

Example:

If the net assets of a business are worth ₹50,00,000 and it is purchased for ₹60,00,000, the excess ₹10,00,000 is goodwill.

Goodwill can be:

  • Purchased Goodwill: Arises when paid for during the acquisition.

  • Self-generated Goodwill: Arises due to the firm’s efforts over time but is usually not recorded in the books as per accounting standards.

Need for Valuation of Goodwill

Valuation of goodwill becomes necessary in several business and corporate accounting situations. The major circumstances are explained below, each highlighting why goodwill must be quantified and adjusted.

  • Admission of a Partner

When a new partner is admitted into a partnership, the existing partners may be sacrificing a portion of their future profits. Goodwill is valued to compensate the old partners for this sacrifice. The incoming partner pays his share of goodwill in cash or capital, which is distributed among existing partners in their sacrificing ratio. Valuation ensures fairness, prevents disputes, and reflects the firm’s enhanced earning capacity at the time of admission.

  • Retirement of a Partner

At the time of retirement, a partner is entitled to his share of goodwill because he helped build the firm’s reputation and profit-earning ability. Goodwill valuation is necessary to determine the retiring partner’s due share. The remaining partners compensate him in cash or adjust capital accounts accordingly. Without proper valuation, the retiring partner may be deprived of the benefits arising from the goodwill generated during his association with the firm.

  • Death of a Partner

In case of the death of a partner, goodwill must be valued to calculate the amount payable to the legal representatives of the deceased partner. Since goodwill represents future benefits, the deceased partner’s share up to the date of death must be settled fairly. Valuation helps in arriving at a just settlement, protects the interests of the deceased partner’s family, and ensures continuity of business without financial conflicts.

  • Change in Profit-Sharing Ratio

Whenever partners decide to change their profit-sharing ratio, some partners may gain while others may sacrifice their share of future profits. Goodwill valuation becomes essential to compensate the sacrificing partners by the gaining partners. This adjustment maintains equity among partners and reflects the realignment of future earning rights. Valuation avoids misunderstandings and ensures that changes in ownership rights are supported by proper financial adjustments.

  • Sale of Business

When a business is sold as a going concern, goodwill valuation is necessary to determine the true sale price. The buyer pays not only for tangible assets but also for the established reputation, customer base, and earning potential of the business. Goodwill valuation ensures that the seller receives fair compensation for the intangible advantages transferred to the buyer and helps in accurate determination of purchase consideration.

  • Amalgamation or Absorption of Companies

In cases of amalgamation or absorption, goodwill valuation is required to calculate purchase consideration and to record goodwill or capital reserve in the books of the transferee company. If the purchase price exceeds the fair value of net assets, goodwill arises. Valuation ensures compliance with accounting standards, enables accurate financial reporting, and reflects the true cost of acquiring another company’s business advantages.

  • Conversion of Partnership Firm into a Company

When a partnership firm is converted into a company, goodwill must be valued to determine the purchase consideration payable by the company. The company acquires the firm’s reputation and earning capacity along with its assets. Proper valuation ensures that partners receive shares or consideration proportionate to the goodwill contributed by the firm and that the company’s balance sheet reflects a realistic business value.

  • Determination of True Value of Business

Goodwill valuation is necessary to ascertain the true value of a business beyond its tangible assets. It reflects factors such as market position, brand image, customer loyalty, and managerial efficiency. This valuation is useful for investors, financial institutions, and management while making investment, merger, or expansion decisions. It provides a realistic picture of the firm’s overall worth and future profit potential.

Origins of Goodwill

Goodwill originates from various internal and external factors that enable a business to earn profits in excess of the normal rate. These sources collectively build the reputation and value of the enterprise over time. The main origins of goodwill are explained below.

  • Reputation of the Business

The long-standing reputation of a business is one of the most important sources of goodwill. Firms that have operated successfully for many years build trust among customers, suppliers, and investors. This reputation ensures customer loyalty and repeat sales, even in the presence of competition. A reputed firm can charge premium prices and still retain customers. Such confidence and public image, developed over time, create an intangible advantage that directly contributes to the generation of goodwill.

  • Efficient Management

Efficient, experienced, and visionary management plays a crucial role in the creation of goodwill. Capable managers ensure optimum utilization of resources, cost control, innovation, and strategic decision-making. Sound management policies result in higher productivity, better employee relations, and sustained profitability. When a firm consistently earns above-normal profits due to managerial efficiency, it enhances its market value, thereby giving rise to goodwill at the time of valuation or acquisition.

  • Location Advantage

A favorable business location significantly contributes to goodwill. Firms located in prime areas, such as commercial hubs or places with easy access to raw materials and markets, enjoy operational and competitive advantages. For example, retail stores in busy marketplaces or factories near ports and transport facilities incur lower costs and attract more customers. Such locational benefits enable higher earnings and long-term stability, resulting in the creation of goodwill.

  • Monopoly or Favorable Market Position

Goodwill may arise due to monopoly power or a strong market position. When a firm faces limited or no competition, it can control prices, maintain stable demand, and earn consistent profits. Even without legal monopoly, a dominant market share, brand leadership, or exclusive rights can reduce competitive pressure. These advantages allow the firm to generate excess profits over normal returns, which form the basis for the valuation of goodwill.

  • Quality of Products and Services

Superior quality of products or services is a major source of goodwill. Firms that maintain consistent quality standards gain customer satisfaction and brand loyalty. High-quality goods reduce complaints, returns, and marketing costs while improving brand image. Customers often prefer such products even at higher prices. This ability to attract and retain customers through quality leads to sustained earnings, which ultimately results in the creation of goodwill.

  • Skilled and Loyal Workforce

A skilled, trained, and loyal workforce contributes significantly to goodwill. Experienced employees improve efficiency, reduce wastage, and enhance innovation. Strong employer–employee relationships also reduce labor turnover and industrial disputes. Such stability ensures smooth operations and continuous productivity. Since human resources are not recorded as assets in the balance sheet, their contribution to future profits appears indirectly in the form of goodwill.

  • Favorable Contracts and Legal Rights

Goodwill may also arise from favorable long-term contracts, licenses, patents, trademarks, or exclusive distribution rights. These legal advantages provide income security and competitive protection. For example, patented technology or exclusive supply agreements ensure steady demand and reduced competition. As these benefits enable the firm to earn higher profits over a longer period, they contribute significantly to the valuation of goodwill.

  • Marketing Ability and Brand Image

Strong marketing strategies, effective advertising, and a well-established brand image create goodwill. Firms with popular brand names enjoy customer recognition and loyalty, which increases sales volume and market penetration. Brand equity allows businesses to introduce new products easily and withstand competitive pressure. This marketing strength leads to higher future earnings and forms an important origin of goodwill in corporate accounting.

Circumstances When Goodwill is Valued

Valuation of goodwill becomes necessary under several business situations, particularly when ownership or profit-sharing arrangements change. The key circumstances are:

  • Sale of Business

When a business is sold as a going concern, the purchase price often includes an amount for goodwill. The buyer is willing to pay for the benefits of an established reputation, customer base, and other advantages that will generate profits in the future. In such cases, goodwill is valued to determine the total consideration.

  • Admission of a New Partner

When a new partner joins a partnership firm, they get the right to share in the future profits of the business. Since the existing partners have worked to build the firm’s reputation and profit potential, the incoming partner usually compensates them for their share of the goodwill. The valuation ensures fairness in determining the amount payable.

  • Retirement or Death of a Partner

When a partner retires or dies, they are entitled to receive their share of the goodwill, as they helped build the business’s reputation. Valuation ensures the outgoing partner (or their legal heirs) is fairly compensated for their contribution.

  • Amalgamation of Companies

When two companies merge, the valuation of goodwill helps in deciding the share exchange ratio or purchase consideration. This ensures both sets of shareholders are treated fairly based on the relative worth of their companies, including intangible assets like goodwill.

  • Change in Profit-Sharing Ratio

If partners in a firm decide to change their existing profit-sharing arrangement, the partner gaining a higher share compensates the partner losing a share of profits. Goodwill valuation helps determine this compensation amount.

  • Conversion of a Partnership into a Company

When a partnership is converted into a company, goodwill is valued to determine the consideration payable to the partners, especially when the business is transferred as a going concern.

  • Court Cases or Tax Purposes

In legal disputes, divorce settlements, inheritance cases, or tax assessments, goodwill valuation may be required to determine the fair market value of a business.

  • Liquidation

Even during liquidation, goodwill may have a residual value if the brand name, customer contracts, or other intangible advantages can be sold separately.

Factors Affecting the Valuation of Goodwill:

The value of goodwill is not fixed—it varies depending on several qualitative and quantitative factors. These include:

  • Nature of Business

The type of business has a major influence on goodwill. A business with stable demand, essential products, and a long-term customer base (e.g., FMCG, healthcare) will generally have higher goodwill compared to one operating in a volatile or seasonal market.

  • Location of Business

A business located in a prime area with high footfall (e.g., near markets, busy streets, or transportation hubs) can attract more customers without significant advertising. Such businesses have higher goodwill because their location provides a competitive advantage.

  • Reputation of the Business

A well-established reputation for quality, service, and reliability increases customer trust and loyalty, resulting in repeat business and higher goodwill. Negative publicity or poor customer service can reduce goodwill.

  • Efficiency of Management

A capable and experienced management team improves productivity, reduces costs, and maintains consistent quality—factors that enhance profitability and goodwill. Poor management decisions, on the other hand, can damage goodwill quickly.

  • Quality of Products or Services

High-quality products and services ensure customer satisfaction and retention, leading to strong word-of-mouth promotion and higher goodwill. Businesses known for substandard products may have low or even negative goodwill.

  • Market Conditions

Favourable industry trends, low competition, and economic stability enhance goodwill, while recession, intense competition, or market saturation can reduce it.

  • Access to Resources

Easy access to skilled labour, raw materials, finance, and advanced technology can increase a firm’s efficiency and profitability, thereby boosting goodwill.

  • Risk Involved

Businesses with lower business risk (e.g., stable cash flows, diversified products) command higher goodwill. High-risk ventures (e.g., speculative trading) have lower goodwill valuations.

  • Long-Term Contracts and Relationships

Securing long-term contracts with key customers or suppliers provides revenue stability and increases goodwill.

  • Brand Value and Intellectual Property

Well-known trademarks, patents, and copyrights add to goodwill because they provide a unique competitive advantage.

  • Monopoly or Favourable Agreements

Legal monopolies or government concessions can significantly enhance goodwill since they reduce competition and guarantee revenue streams.

  • Synergy Benefits in Mergers

In the case of amalgamation or acquisition, expected cost savings, market expansion, or combined operational efficiency can increase the goodwill valuation.

Importance of Valuation of Goodwill:

The process of valuing goodwill is essential for:

  • Ensuring fairness in partner compensation.

  • Determining the correct purchase consideration in mergers/acquisitions.

  • Presenting an accurate financial position in legal cases.

  • Facilitating negotiations during business sale.

  • Ensuring compliance with accounting standards (AS 26 in India, IFRS 3 globally).

Methods of Valuation of Goodwill:

The value of goodwill can be determined using various methods, depending on the nature of the business, purpose of valuation, and availability of data. The main methods are:

1. Average Profit Method

Goodwill is valued by multiplying the average maintainable profits by a certain number of years’ purchase.

  • Formula:

Goodwill = Average Profit × Number of Years’ Purchase

  • Steps:

    1. Determine past profits.

    2. Adjust for abnormal items.

    3. Calculate average profit.

    4. Multiply by agreed years’ purchase (e.g., 3, 4, or 5 years).

  • Types:

    • Simple Average Profit Method – Uses arithmetic average.

    • Weighted Average Profit Method – Gives higher weight to recent profits to reflect current earning capacity.

2. Super Profit Method

Goodwill is calculated based on the “super profits” — the excess of average profit over the normal profit (which is based on the normal rate of return).

  • Formula:

Goodwill = Super Profit × Number of Years’ Purchase

Where:

Super Profit = Average Profit − Normal Profit

Normal Profit = Capital Employed × Normal Rate of Return (NRR)

  • Features:

    • Highlights the business’s earning capacity above industry standards.

    • Suitable when profits are higher than normal industry returns.

3. Capitalization Method

This method converts maintainable profits into total capital value, then deducts the actual capital employed to get goodwill.

a) Capitalization of Average Profits

  • Formula:

Goodwill = [Average Profit × 100 / NRR] − Capital Employed

  • Indicates how much more the business is worth compared to its actual capital invested.

b) Capitalization of Super Profits

  • Formula:

Goodwill = [Super Profit × 100] / NRR

  • Focuses purely on capitalizing the extra profit above the normal level.

4. Annuity Method

Super profits are treated as an annuity receivable for a certain period, and goodwill is calculated as the present value of that annuity.

  • Formula:

Goodwill = Super Profit × Present Value of ₹1 for n years at i%

  • Use: Reflects the time value of money, making it suitable when super profits are expected only for a limited period.

5. Market Value Method

Used for companies whose shares are actively traded in the stock market. Goodwill is indirectly reflected in the market value of shares above their book value.

  • Formula:

Goodwill = (Market Value per Share − Net Asset Value per Share) × Number of Shares

  • Use: Common for valuing goodwill in publicly listed companies.

6. Purchase Consideration Method (Residual Method)

Goodwill is the difference between the purchase consideration paid for acquiring a business and the net assets acquired.

  • Formula:

Goodwill = Purchase Consideration − Net Assets Acquired

  • Use: Applicable in mergers, acquisitions, and business takeovers.

7. Rule of Thumb Method

Goodwill is valued as a fixed proportion (e.g., 1 year’s purchase) of turnover, gross profit, or some other financial measure.

  • Use: Quick, but not precise; often used in small business sales (e.g., retail shops).

Management Notes

Average Profit Method of Valuation of Goodwill

indiafreenotesby indiafreenotes3

Under the Average Profit Method, goodwill is valued on the basis of the average maintainable profits of past years. The assumption is that a business will continue to earn similar profits in the future.

Goodwill = Average Profit × Number of Years’ Purchase

Steps in Valuation

  1. Collection of Past Profits: Collect the profit figures of the past 3 to 5 years (as agreed).

  2. Adjustment of Profits: Adjust for abnormal items:

    • Deduct abnormal gains (e.g., profit from sale of fixed assets).

    • Add back abnormal losses (e.g., loss due to fire, one-time expenses).

    • Adjust for changes in depreciation, salary, or interest not previously recorded.

  3. Calculation of Average Profit: Compute average profits by summing the adjusted profits and dividing by the number of years.

  4. Selection of Years’ Purchase: Decide the number of years’ purchase depending on industry practice, stability of business, and mutual agreement.

  5. Valuation of Goodwill: Multiply average profit by years’ purchase to get goodwill.

Types of Average Profits

Simple Average Profit:

All years’ profits are given equal weight.

Simple Average = Total of adjusted profits / Number of years

Weighted Average Profit:

Profits of recent years are given more importance because they are more relevant for future expectations.

Weighted Average Profit = Total of (Profit × Weight) / Total of Weights​

Management Notes

Super Profit Method, Capitalization of Super Profit Method

indiafreenotesby indiafreenotes3

The Super Profit Method is based on the idea that goodwill arises when a business earns more than the normal expected profit. The difference between the actual (or average) profit and the normal profit is called Super Profit. Goodwill is then valued as a multiple of this super profit.

Goodwill = Super Profit × Years’ Purchase

Steps

  1. Calculate Average Profit of the business (adjust past profits for abnormal items).

  2. Compute Normal Profit:

Normal Profit = Capital Employed × Normal Rate of Return / 100

4. Find Super Profit = Average Profit – Normal Profit.

5. Multiply Super Profit by Years’ Purchase to get goodwill.

Capitalization of Super Profit Method

This method capitalizes the super profit at the normal rate of return to calculate goodwill. Instead of multiplying super profit by years’ purchase, we directly calculate how much capital is required to earn that excess profit at the normal rate of return.

Goodwill = [Super Profit×100] / Normal Rate of Return

Steps:

  1. Calculate Average Profit.

  2. Calculate Normal Profit = Capital Employed × NRR.

  3. Find Super Profit = Average Profit – Normal Profit.

  4. Capitalize the Super Profit at the normal rate of return.

Difference Between the Two Methods

Basis Super Profit Method Capitalization of Super Profit Method
Formula Goodwill = Super Profit × Years’ Purchase Goodwill = (Super Profit × 100) ÷ NRR
Approach Multiplies excess profit by fixed years Converts excess profit into capitalized value
Result Based on years’ purchase decided by agreement Based on industry’s normal return rate
Usefulness Simpler and more common More accurate, used in detailed valuations
error: Content is protected !!