When a company redeems its preference shares, it is essentially repaying the capital invested by the shareholders. The Companies Act, 2013 in India requires that a company must ensure its capital base is maintained after redemption. One of the recognized methods to comply with this requirement is to issue fresh shares specifically for the purpose of redemption. This process is not just a formality — it safeguards the company’s financial stability, protects creditors, and maintains statutory capital adequacy.
Legal Requirement
As per Section 55 of the Companies Act, 2013, a company cannot redeem preference shares unless:
1. They are fully paid-up.
2. Redemption is funded either out of:
-
-
Profits available for distribution as dividends (requiring transfer of an equal amount to the Capital Redemption Reserve), or
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Proceeds of a fresh issue of shares.
If the company opts for the second method, it can issue new shares — equity or preference — and use the amount raised to pay preference shareholders on redemption.
Objectives of Fresh Issue for Redemption
- Maintenance of Working Capital
The primary objective of a fresh issue is to protect the company’s working capital. If redemption is made directly from existing cash, operational funds would reduce and daily activities may suffer. By issuing new shares, the company receives new cash inflow which is used to pay shareholders or debenture holders. Thus, business operations continue smoothly without disturbing liquidity required for purchases, wages, and administrative expenses.
- Preservation of Capital Structure
Fresh issue helps the company maintain its capital structure. Redemption of shares reduces the paid-up share capital, which may weaken the company’s financial base. By issuing new shares, the company replaces old capital with new capital. This keeps the total capital almost unchanged and maintains the company’s financial strength, stability, and creditworthiness in the market.
- Avoidance of Creation of Large CRR
If redemption is made out of profits, the company must transfer an equivalent amount to the Capital Redemption Reserve (CRR). Creating a large CRR reduces free reserves available for dividend distribution. A fresh issue reduces or eliminates the need to create a large CRR because the new share capital substitutes the old capital. Thus, reserves remain available for other financial purposes.
- Improvement of Liquidity Position
Redemption without a fresh issue may create a liquidity problem because large payments must be made at once. A fresh issue provides immediate funds which can be used for redemption without disturbing the company’s bank balance. Therefore, the company maintains a healthy liquidity position and can easily meet short-term obligations such as creditors, bills payable, and operating expenses.
- Protection of Creditors’ Interests
Creditors prefer companies having a strong capital base. Redemption from internal resources reduces shareholders’ funds and may affect the security of creditors. Fresh issue ensures that the total shareholders’ funds remain adequate. Hence, creditors feel secure and continue to extend credit facilities to the company. This strengthens the company’s goodwill and financial reputation.
- Facilitates Smooth Redemption Process
Fresh issue ensures an orderly and timely redemption. When funds are arranged in advance through new share issue, the company can pay debenture holders or preference shareholders on the due date without delay. This prevents default and avoids legal complications. Smooth redemption also improves the company’s reliability and trustworthiness in the financial market.
- Retention of Profits for Expansion
If the company uses accumulated profits for redemption, fewer funds remain for future expansion or development projects. By raising funds through fresh issue, profits are retained within the business. These retained earnings can then be utilized for modernization, research, or expansion, helping the company grow without financial pressure.
- Enhancement of Market Reputation
Timely redemption financed through a fresh issue improves the company’s market image and investor confidence. Investors feel secure knowing the company has proper financial planning and adequate resources. This goodwill helps the company in future when it raises capital again, as investors are more willing to subscribe to its shares or debentures.
Procedure for Fresh Issue of Shares for Redemption
1. Decision by the Board of Directors
The process begins with a resolution passed by the Board of Directors. The board decides:
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The amount required for redemption
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The number and type of shares to be issued (equity or preference)
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The issue price (at par or premium)
This decision is essential because redemption and fresh issue are corporate actions that require proper authorization.
2. Approval of Shareholders (if required)
In certain cases, the company must obtain approval of shareholders in a general meeting. The shareholders approve:
This ensures transparency and protects the interests of members of the company.
3. Issue of Prospectus / Offer Letter
After approval, the company invites applications from investors by issuing a prospectus or offer letter. The document contains:
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Details of the share issue
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Number of shares
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Face value and premium (if any)
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Payment schedule (application, allotment, and calls)
This step officially announces the fresh issue to the public or existing shareholders.
4. Receipt of Application Money
Interested investors apply for shares and pay the application money. The company receives cash or bank deposits which create a capital inflow. This money forms the initial fund for redemption.
Journal Entry:
Bank Account Dr
To Share Application Account
(Being application money received)
5. Allotment of Shares
After scrutiny of applications, the company allots shares to applicants. The amount received on application is transferred to share capital (and securities premium, if any).
Journal Entry:
Share Application Account Dr
To Share Capital Account
To Securities Premium Account (if issued at premium)
(Being shares allotted to applicants)
6. Receipt of Allotment and Call Money
If the shares are partly paid, the company collects allotment money and call money from shareholders.
Journal Entry:
Bank Account Dr
To Share Allotment / Call Account
(Being allotment/call money received)
After receipt, the amount is transferred to share capital:
Share Allotment / Call Account Dr
To Share Capital Account
7. Creation of Capital Redemption Reserve (if necessary)
If the nominal value of shares redeemed exceeds the proceeds of fresh issue, the difference must be transferred to Capital Redemption Reserve (CRR) from profits.
Journal Entry:
Profit & Loss Account / General Reserve Dr
To Capital Redemption Reserve Account
(Being CRR created to maintain capital)
8. Redemption of Shares or Debentures
Finally, the company redeems the old preference shares or debentures and pays the holders the due amount (including premium, if any).
Journal Entry:
Preference Shareholders / Debenture Holders Account Dr
Premium on Redemption Account Dr (if any)
To Bank Account
(Being shares/debentures redeemed and payment made)
Accounting Treatment
When fresh shares are issued for redemption, the accounting process involves:
1. Receipt of Money from Fresh Issue:
Bank A/c Dr.
To Share Capital A/c
(Being fresh issue of shares for the purpose of redemption)
2. Redemption Payment:
Preference Share Capital A/c Dr.
Premium on Redemption A/c Dr. (if any)
To Preference Shareholders A/c
(Being amount payable to preference shareholders on redemption)
3. Payment to Shareholders:
Preference Shareholders A/c Dr.
To Bank A/c
(Being payment made to preference shareholders)
If redemption is at a premium, the premium amount is adjusted from the Securities Premium A/c or the Profit & Loss A/c.
Advantages of Fresh Issue for Redemption
Fresh issue prevents the use of existing cash balances for redemption. If redemption is made from internal funds, working capital decreases and daily operations may suffer. By issuing new shares, the company receives additional funds specifically for redemption. Therefore, the business can continue purchasing raw materials, paying wages, and meeting routine expenses without interruption, ensuring smooth operational activities.
- Maintains Liquidity Position
Redemption requires a large payment at one time. Without a fresh issue, the company’s bank balance may fall sharply, causing liquidity problems. A fresh issue provides immediate cash inflow, enabling the company to meet redemption obligations comfortably. As a result, the company remains capable of paying short-term liabilities such as creditors and bills payable, and its liquidity position remains strong.
- Preserves Capital Structure
When shares are redeemed, the paid-up capital of the company decreases. This weakens the financial base and may affect borrowing capacity. Fresh issue replaces the old capital with new capital, keeping the total share capital nearly unchanged. Hence, the company maintains its capital structure and financial strength, which helps in maintaining investor and lender confidence.
- Reduces Need for Capital Redemption Reserve
If redemption is made from profits, a large amount must be transferred to the Capital Redemption Reserve (CRR). This reduces distributable profits. A fresh issue substitutes new capital for old capital, minimizing or eliminating the requirement of creating CRR. Consequently, more reserves remain available for dividend distribution and other financial needs.
- Retains Profits within the Business
Using accumulated profits for redemption reduces retained earnings, which could otherwise be used for expansion or modernization. Fresh issue allows the company to redeem shares without disturbing internal profits. The retained profits can then be utilized for research, expansion of plant, and technological improvements, supporting long-term growth and development.
- Enhances Creditworthiness
Creditors and financial institutions evaluate a company based on its capital strength. Redemption without a fresh issue decreases shareholders’ funds and may create doubt about repayment capacity. Fresh issue keeps the equity base intact and improves the company’s credit standing. This helps the company obtain loans and credit facilities more easily.
- Ensures Timely Redemption
Fresh issue provides funds in advance, enabling the company to redeem securities on the due date. Timely payment prevents legal complications and penalties. It also demonstrates financial discipline and reliability, increasing the confidence of investors and debenture holders in the company.
- Improves Market Reputation
A company that redeems securities smoothly through proper financial planning gains goodwill in the market. Investors consider it a financially sound organization. This positive reputation helps the company attract new investors and successfully raise funds in the future whenever required.
Example
Scenario:
A company has 10,000 preference shares of ₹100 each, fully paid-up, to be redeemed at par. The company decides to issue 10,000 equity shares of ₹100 each at par for this purpose.
Journal Entries:
| Date |
Particulars |
Debit (₹) |
Credit (₹) |
| 1. |
Bank A/c Dr. |
10,00,000 |
|
|
To Equity Share Capital A/c |
|
10,00,000 |
| 2. |
Preference Share Capital A/c Dr. |
10,00,000 |
|
|
To Preference Shareholders A/c |
|
10,00,000 |
| 3. |
Preference Shareholders A/c Dr. |
10,00,000 |
|
|
To Bank A/c |
|
10,00,000 |
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