Amalgamation in the Nature of Merger and Purchase

Amalgamation is a strategic process in corporate restructuring where two or more companies combine to form a new entity or where one company is absorbed by another. The primary motive behind amalgamation is to achieve synergy, expand operations, eliminate competition, and enhance market reach. In accounting and legal terms, amalgamation is governed by the Companies Act, 2013, and is treated as per the accounting standard AS 14 – Accounting for Amalgamations.

AS 14 classifies amalgamation into two broad categories:

  1. Amalgamation in the Nature of Merger

  2. Amalgamation in the Nature of Purchase

Each type has distinct accounting treatments, legal conditions, and strategic implications, which are discussed in detail below.

Amalgamation in the Nature of Merger

Amalgamation in the nature of merger is a unification of two or more companies into a single entity, where:

  • All the assets, liabilities, and reserves of the transferor company are transferred to the transferee company.

  • The shareholders of the transferor company continue to have a proportionate shareholding in the transferee company.

  • The business of the transferor company is intended to continue.

This type of amalgamation reflects a genuine pooling of interests where the identity of the combining companies is retained in spirit, if not in form.

Key Characteristics

According to AS 14, an amalgamation is considered to be in the nature of merger if all the following conditions are met:

  1. All assets and liabilities of the transferor company become assets and liabilities of the transferee company.

  2. Shareholders holding at least 90% of the face value of equity shares in the transferor company become equity shareholders of the transferee company.

  3. The consideration is discharged solely by equity shares, except for cash paid for fractional shares.

  4. The business of the transferor company is intended to be carried on by the transferee company.

  5. No adjustment is made to the book values of assets and liabilities, except to bring uniformity in accounting policies.

Accounting Treatment – Pooling of Interests Method

Under the Pooling of Interests Method, the books of the transferee company reflect:

  • Assets and liabilities of the transferor company at existing book values.

  • Reserves of the transferor company as they are, and not transferred to the Profit & Loss account.

  • No goodwill or capital reserve is recorded.

  • The difference in share capital is adjusted against reserves.

This method ensures continuity in financial reporting and is often preferred for strategic mergers between equals.

Example

Let’s consider two companies – A Ltd. and B Ltd.

  • A Ltd. and B Ltd. decide to merge and form a single company, A Ltd. (B Ltd. is absorbed).

  • All assets and liabilities of B Ltd. are taken over by A Ltd.

  • 95% of the shareholders of B Ltd. are issued equity shares in A Ltd.

  • No purchase consideration is paid in cash.

  • Business of B Ltd. is continued by A Ltd.

Since all five conditions are satisfied, this amalgamation is in the nature of merger.

Amalgamation in the Nature of Purchase

Amalgamation in the nature of purchase refers to a situation where one company acquires another and takes over its assets and liabilities, but the acquisition does not meet the criteria of a merger.

Here, the identity of the transferor company is dissolved, and the shareholders of the transferor company may or may not become shareholders of the transferee company. The business of the transferor company may or may not be continued.

Key Characteristics:

If any one of the five conditions required for a merger is not satisfied, then the amalgamation is treated as a purchase. In such a case:

  • The transferee company may selectively take over assets and liabilities.

  • Consideration may be paid in cash, shares, debentures, or a combination.

  • Shareholders of the transferor company may not receive equity shares in the transferee company.

  • The business of the transferor company may be discontinued or modified.

  • Adjustments are made to asset values, and reserves are not carried forward.

Accounting Treatment – Purchase Method:

Under the Purchase Method, the transferee company:

  • Records assets and liabilities at fair market value (not book value).

  • Does not carry over reserves of the transferor company (except statutory reserves).

  • Recognizes the difference between the purchase consideration and net assets taken over as goodwill (if consideration > net assets) or capital reserve (if consideration < net assets).

This method reflects a new ownership and often results in changes in financial position due to revaluation.

Example:

Consider another case:

  • X Ltd. acquires Y Ltd. by paying ₹50 lakh in cash and taking over only selected assets.

  • Only 60% of Y Ltd.’s equity shareholders become shareholders of X Ltd.

  • Y Ltd.’s business is discontinued after acquisition.

  • Asset values are revalued at the time of acquisition.

This transaction fails to meet the conditions of merger and hence qualifies as an amalgamation in the nature of purchase.

Comparison Between Merger and Purchase

Basis Nature of Merger Nature of Purchase
Legal Form

Unification

Acquisition

Transfer of Assets/Liabilities

All assets and liabilities

Selected assets and liabilities

Shareholder Continuity

90% equity shareholders continue

Not necessary

Consideration Type

Only equity shares

Cash, shares, or other forms

Accounting Method

Pooling of Interests

Purchase Method

Reserves

Retained

Not carried forward

Goodwill/Capital Reserve

Not recorded

Arises due to difference in net assets

Business Continuity

Must continue

May or may not continue

Remuneration of Liquidator

Remuneration of a Liquidator refers to the compensation or fee payable to a liquidator for carrying out the process of winding up a company. This process includes selling the company’s assets, settling liabilities, distributing the surplus (if any) among shareholders, and ensuring all statutory and regulatory obligations are fulfilled. The liquidator plays a critical fiduciary role, and the remuneration structure is designed to reflect the complexity, responsibility, and time involved in managing the liquidation process.

Legal Framework

The remuneration of the liquidator is governed by:

  • Companies Act, 2013 (especially Sections 275–365 on winding up),

  • Insolvency and Bankruptcy Code (IBC), 2016, and

  • Companies (Winding-Up) Rules, 2020.

Under these laws, the amount and manner of payment of remuneration vary depending on whether the liquidation is:

  1. Voluntary,

  2. Compulsory (by order of NCLT), or

  3. Under the IBC (corporate liquidation process).

Who Fixes the Remuneration?

The remuneration is fixed based on the mode of winding up:

1. In Compulsory Winding-Up:

  • The National Company Law Tribunal (NCLT) appoints an official liquidator and fixes their remuneration.

  • The fee may be fixed as a percentage of the assets realized and distributed or as a fixed sum depending on the complexity and scale of the process.

2. In Voluntary Winding-Up:

  • The company in general meeting appoints the liquidator and fixes the remuneration through a special resolution.

  • The appointed liquidator cannot change the remuneration unless approved by shareholders.

3. In Liquidation under IBC:

  • The Committee of Creditors (CoC) fixes the fee of the liquidator (Resolution Professional acting as liquidator) under Regulation 4 of the IBBI (Liquidation Process) Regulations, 2016.

  • The fees may be a fixed monthly remuneration or based on asset realization and distribution.

Modes of Remuneration:

Remuneration may be paid in the following ways:

1. Percentage Basis:

  • A percentage of the assets realized or distributed to creditors and shareholders.

  • For example, 2% of assets realized and 3% of assets distributed.

2. Fixed Monthly Fee:

Especially under IBC, where CoC fixes a monthly fee for the duration of the liquidation.

3. Success-Based Fee:

In some cases, liquidators may be offered an incentive for completing the process efficiently or achieving higher recoveries.

Remuneration is a Priority Cost:

  • Under both the Companies Act and IBC, the liquidator’s remuneration is treated as part of the insolvency resolution and liquidation process costs.

  • These costs are accorded highest priority in the waterfall mechanism for distribution (Section 53 of IBC and Rule 190 of Companies Rules).

Reimbursement of Expenses:

In addition to remuneration, a liquidator is entitled to reimbursement of actual expenses incurred during the winding-up, such as:

  • Legal and professional fees,

  • Advertising costs for notices or auctions,

  • Costs of maintaining records and conducting meetings,

  • Travel and administrative expenses.

All such expenses must be properly accounted for and supported with evidence.

Remuneration Restrictions:

Certain restrictions and rules ensure fairness and prevent abuse:

  • Liquidators cannot increase their own fee or receive additional benefits without approval.

  • They cannot accept commissions or gifts from stakeholders.

  • Double remuneration for the same work is prohibited.

  • The remuneration must be approved and disclosed in the final accounts.

Remuneration Upon Resignation or Removal:

If a liquidator resigns or is removed before the completion of liquidation:

  • They are entitled to remuneration only for the period of service.

  • Prorated fees may be calculated based on work done and approvals obtained.

Preparation of Liquidator’s Final Statement of Account

The Liquidator’s Statement of Account is a comprehensive financial report prepared by the liquidator during the winding-up process of a company. It captures all financial transactions from the commencement of liquidation to its completion. This statement ensures accountability, transparency, and statutory compliance, especially under the Companies Act, 2013 and the Insolvency and Bankruptcy Code (IBC), 2016.

Purpose and Importance:

The primary objective of preparing a Liquidator’s Statement of Account is to:

  1. Disclose the financial position of the company under liquidation.

  2. Track the realization and distribution of assets.

  3. Provide transparency to stakeholders including creditors, shareholders, and regulatory authorities.

  4. Ensure compliance with the legal and procedural norms under the Companies Act, IBC, and SEBI guidelines (where applicable).

It acts as a key document submitted to the Tribunal (NCLT), Registrar of Companies, and the Insolvency and Bankruptcy Board of India (IBBI) as part of the final reporting in the liquidation process.

Legal Provisions:

Under the Companies (Winding-Up) Rules, 2020, Rule 185 and 186 outline the format and frequency of the Liquidator’s Account.

Under the Insolvency and Bankruptcy Code, 2016, the Liquidator must file periodic and final reports, including statements of receipts and payments, with the Adjudicating Authority (NCLT) and IBBI.

Contents of the Liquidator’s Statement of Account:

A standard Liquidator’s Statement of Account includes the following components:

1. Receipts Section

This section details the total cash and assets received during liquidation, including:

  • Opening cash and bank balances.

  • Sale proceeds from fixed assets.

  • Realization from current assets (stock, receivables, etc.).

  • Income from investments.

  • Refunds or recoveries from tax authorities.

  • Other income (interest, rent, etc.).

2. Payments Section

This section records all expenditures and distributions, such as:

  • Insolvency resolution and liquidation process costs.

  • Legal and professional fees.

  • Payments to secured creditors.

  • Workmen’s dues and employee salaries.

  • Government dues (taxes, duties, etc.).

  • Payments to unsecured creditors.

  • Interim dividend or final dividend to shareholders.

  • Miscellaneous expenses (postage, printing, rent, utilities).

3. Summary of Assets Realized and Disposed

  • Details of each asset realized (description, book value, sale value).

  • Details of assets yet to be realized or written off.

  • Any shortfall or surplus generated.

4. Statement of Distribution

  • Date and amount paid to each category of stakeholder.

  • Particulars of dividends declared and paid.

  • Unclaimed amounts and transfer to the Corporate Liquidation Account (as mandated by IBBI).

5. Bank Reconciliation Statement

  • Cash at bank and on hand.

  • Bank account statement attached to ensure reconciliation with liquidation records.

6. Notes and Observations

  • Notes regarding any legal proceedings, disputes, or liabilities.

  • Explanation for delays or outstanding recoveries.

  • Remarks on books and records maintained during liquidation.

Format and Frequency

Frequency of Submission:

  • Half-yearly (for voluntary winding-up) or

  • Quarterly (as per IBBI regulations for corporate persons)

  • Final Statement at the end of the liquidation process

Format:

The format of the statement is prescribed under Form No. 11 and Form No. 12 of the Companies (Winding-Up) Rules and under Form H of IBBI (Liquidation Process) Regulations, 2016.

Audit and Certification

  • The statement must be audited by a Chartered Accountant, especially if the liquidation period exceeds one year.

  • Certified true copies are submitted to:

    • NCLT (for compulsory winding-up)

    • Registrar of Companies

    • IBBI (for cases under IBC)

Closing the Liquidation Process:

Once the statement is prepared and submitted, and all obligations are met:

  1. Final meeting of stakeholders is held (in case of voluntary winding-up).

  2. A final report and accounts are submitted to the NCLT/Registrar.

  3. On approval, the company is dissolved and struck off from the records.

If unclaimed funds remain, they are deposited into the Corporate Liquidation Account, managed by IBBI, and reported in the Statement.

Capital Market Participants, Instruments

Participants

Loan Takers: A huge number of organizations want to take a loan from the capital market. Among them, the following are prominent as Govt. organizations, Corporate bodies, Non-profit organizations, Small business, and Local authorities.

Loan Providers: These types of organizations provide loans to my capital market. Others can take the loan from the loan providers such as savings organizations, insurance organizations etc.

Service organizations: Service organizations help to run capital market perfectly. These firms, on one hand, help issuers or underwriters to sell their instruments with high value and in other hand help sellers and buyers to transact easily. These are mainly service organization – invests banks, Brokers, Dealers, Jobbers, Security Exchange Commission, Rating service, Underwriters etc.

Financial intermediaries: Financial intermediaries are media between loan providers and takers. The financial intermediaries are Insurance organizations, Pension funds, Commercial banks, financing companies, Savings organizations, Dealers, Brokers, Jobbers, Non-profit organizations etc.

Regulatory organizations: Regulatory organizations are mainly govt. the authority that monitors and controls this market. It secures both the investors and corporations. It strongly protects forgery in stock market Regulatory organization controls the margin also. The Central bank, on behalf of govt. generally controls the financial activities in a country.

Instruments

Government Securities:

Securities issued by the central government or state governments are referred to as government securities (G-Secs).

A Government security may be issued in one of the following forms, namely:

  1. A Government promissory note payable to or to the order of a certain person,
  2. A bearer bond payable to bearer
  3. A stock
  4. A bond held in a ‘bond ledger account,

Bonds:

Bonds are debt instruments that are issued by companies/governments to raise funds for financing their capital requirements. By purchasing a bond, an investor lends money for a fixed period of time at a predetermined interest (coupon) rate. Bonds have a fixed face value, which is the amount to be returned to the investor upon maturity of the bond.

During this period, the investors receive a regular payment of interest, semi-annually or annually, which is calculated as a certain percentage of the face value and known as a ‘coupon payment.’ Bonds can be issued at par, at discount or at premium. A bond, whether issued by a government or a corporation, has a specific maturity date, which can range from a few days to 20-30 years or even more.

Both debentures and bonds mean the same. In Indian parlance, debentures are issued by corporates and bonds by government or semi-government bodies. But now, corporates are also issuing bonds which carry comparatively lower interest rates and preference in repayment at the time of winding up, comparing to debentures.

The government, public sector units and corporates are the dominant issuers in the bond market. Bonds issued by corporates and the Government of India can be traded in the secondary market.

Basically, there are two types of bonds viz.:

  1. Government Bonds: Are fixed income debt instruments issued by the government to finance their capital requirements (fiscal deficit) or development projects.
  2. Corporate Bonds: Are debt securities issued by public or private corporations that need to raise money for working capital or for capital expenditure needs.

Types of Government Securities:

Following are the types of Government Securities:

  1. Promissory Notes:

Promissory Notes are instruments containing the promises of the Government to pay interest at a specified rate. Interests are usually paid half yearly. Interest is payable to the holder only on presentation of the promissory notes. They are transferable by endorsement and delivery.

  1. Stock Certificates (Inscribed Stock):

Stock certificate, also known as Inscribed Stock, is a debt held in the form of stock. The owner is given a certificate inserting his name after registering in the books of PDO of RBI. The execution of transfer deed is necessary for its transfer. Since liquidity is affected, these are not much favoured by investors. One will have to wait till maturity to get it encashed.

  1. Bearer Bonds:

A bearer bond is an instrument issued by government, certifying that the bearer is entitled to a specified amount on the specified date. Bearer bonds are transferable by mere delivery. Interest Coupons are attached to these bonds. When the periodical interest falls due, the holder clips off the relevant coupon and presents it to the concerned authority for payment of interest.

  1. Dated Securities:

They are long term Government securities or bonds with fixed maturity and fixed coupon rates paid on the face value. These are called dated securities because these are identified by their date of maturity and the coupon, e.g., 12.60% GOI BOND 2018 is a Central Government security maturing in 2018, which was issued on 23.11.1998 bearing security coupon 400095 with a coupon of 12.06 % payable half yearly. At present, there are Central Government dated securities with tenure up to 30 years in the market. Dated securities are sold through auctions. They are issued and redeemed at par.

  1. Zero Coupon Bonds:

These bonds are issued at discount to face value and to be redeemed at par. As the name suggests there is no coupon/interest payments. These bonds were first issued by the GOI in 1994 and were followed by two subsequent issues in 1995 and 1996 respectively.

  1. Partly Paid Stock:

This is a stock where payment of principal amount is made in installments over a given time frame. It meets the needs of investors with regular flow of funds and the needs of Government when it does not need funds immediately. The first issue of such stock of eight year maturity was made on November 15, 1994 for Rs. 2000 crore. Such stocks have been issued a few more times thereafter.

  1. Floating Rate Bonds:

These are bonds with variable interest rate, which will be reset at regular intervals (six months). There may be a cap and a floor rate attached, thereby fixing a maximum and minimum interest rate payable on it. Floating rate bonds of four year maturity were first issued on September 29, 1995.

  1. Bonds with Call/Put Option:

These are Govt. bonds with the features of options where the Govt. (issuer) has the option to call (buy) back or the investor can have the option to sell the bond (Put option) to the issuer. First time in the history of Government Securities market RBI issued a bond with call and put option in 2001-02. This bond was due for redemption in 2012 and carried a coupon of 6.72%. However the bond had call and put option after five years i.e. in the year 2007. In other words, it means that holder of bond could sell back (put option) bond to Government in 2007 or Government could buy back (call option) bond from holder in 2007.

  1. Capital Indexed Bonds:

These are bonds where interest rate is a fixed percentage over the wholesale price index. The principal redemption is linked to an index of inflation (here wholesale price index). These provide investors with an effective hedge against inflation. These bonds were floated on December, 1997 on an on tap basis. They were of five-year maturity with a coupon rate of 6 per cent over the wholesale price index.

  1. Fixed Rate Bond:

Normally government securities are issued as fixed rate bonds. In this type of bonds the coupon rate is fixed at the time of issue and remains fixed till redemption.

Gold bonds, National Defence bonds, Special Purpose Securities, Rural Development bonds, Relief bonds, Treasury bill etc. are other types of Government securities.

The major investors in G-Secs are banks, life insurance companies, general insurance companies, pension funds and EPFO. Other investors include primary dealer’s mutual funds, foreign institutional investors, high net-worth individuals and retail individual investors.

Most of the secondary market trading in government bonds happens on OTC (Over the Counter), the Negotiated Dealing System and the wholesale debt-market (WDM) segment of the National Stock Exchange.

Debentures:

Debenture is an instrument under seal evidencing debt. The essence of debenture is admission of indebtedness. It is a debt instrument issued by a company with a promise to pay interest and repay the principal on maturity. Debenture holders are creditors of the company. Sec 2 (12) of the Companies Act, 1956 states that debenture includes debenture stock, bonds and other securities of a company. It is customary to appoint a trustee, usually an investment bank- to protect the interests of the debenture holders. This is necessary as debenture deed would specify the rights of the debenture holders and the obligations of the company.

Types of Debentures:

  1. Secured Debentures:

Debentures which create a charge on the property of the company is a secured debenture. The charge may be floating or fixed. The floating charge is not attached to any particular asset of the company. But when the company goes into liquidation the charge becomes fixed. Fixed charge debentures are those where specific asset or group of assets is pledged as security. The details of these charges are to be mentioned in the trust deed.

  1. Unsecured Debentures:

These are not protected through any charge by any property or assets of the company. They are also known as naked debentures. Well established and credit worthy companies can issue such shares.

  1. Bearer Debentures:

Bearer debentures are payable to bearer and are transferable by mere delivery. Interest coupons are attached to the certificate or bond. As interest date approaches, the appropriate coupon is ‘clipped off by the holder of the bond and deposited in his bank for collection. The bank may forward it to the fiscal agent of the company and proceeds are collected. Such bonds are negotiable by delivery.

  1. Registered Debentures:

In the case of registered debentures the name and address of the holder and date of registration are entered in a book kept by the company. The holder of such a debenture bond has nothing to do except to wait for interest payment which is automatically sent him on every payment date.

When such debentures are registered as to principals only, coupons are attached. The holder must detach the coupons for interest payment and collect them as in the case of bearer bonds.

  1. Redeemable Debentures:

When the debentures are redeemable, the company has the right to call them before maturity. The debentures can be paid off before maturity, if the company can afford to do so. Redemption can also be brought about by issuing other securities less costly to the company in the place of the old ones.

  1. Convertible Debentures:

When an option is given to convert debentures in to equity shares after a specific period, they are called as convertible debentures.

  1. Non-Convertible Debentures With Detachable Equity Warrants:

The holders of such debentures can buy a specified number of shares from the company at a predetermined price. The option can be exercised only after a specified period.

Preference Shares:

The Companies Act (Sec, 85), 1956 describes preference shares as those which Carry a preferential right to payment of dividend during the life time of the company and Carry a preferential right for repayment of capital in the event of winding up of the company.

Preference shares have the features of equity capital and features of fixed income like debentures. They are paid a fixed dividend before any dividend is declared to the equity holders.

Types of Preference Shares:

  1. Redeemable Preference Shares:

These shares are redeemed after a given period.

Such shares can be repaid by the company on certain conditions, viz.;

  1. The shares must be fully paid up.
  2. It must be redeemed either out of profit or out of reserve fund for the purpose.
  3. The premium must be paid if any.

A company may opt for redeemable preference shares to avoid fixed liability of payment, increase the earnings of equity shares, to make the capital structure simple or such other reasons.

  1. Irredeemable Preference Shares:

These shares are not redeemable except on the liquidation of the company.

  1. Convertible Preference Shares:

Such shares can be converted to equity shares at the option of the holder. Hence, these shares are also known as quasi equity shares. Conversion of preference shares in to bonds or debentures is permitted if company wishes. The conversion feature makes preference shares more acceptable to investors. Even though the market for preference shares is not good at a point of time, the convertibility will make it attractive.

  1. Participating Preference Shares:

These kinds of shares are entitled to get regular dividend at fixed rate. Moreover, they have a right for surplus of the company beyond a certain limit.

  1. Cumulative Preference Shares:

The dividend payable for such shares is fixed at 10%. The dividend not paid in a particular year can be cumulated for the next year in this case.

  1. Preference Shares with Warrants:

This instrument has certain number of warrants. The holder of such warrants can apply for equity shares at premium. The application should be made between the third and fifth year from the date of allotment.

  1. Fully Convertible Cumulative Preference Shares:

Part of such shares, are automatically converted into equity shares on the date of allotment. The rest of the shares will be redeemed at par or converted in to equity after a lock in period at the option of the investors.

Securities:

‘Securities’ is a general term for a stock exchange investment.

Securities Contract (Regulation) Act, 1956 defines securities as to include:

  1. Shares, Scripts, Stocks, Bonds, Debentures.
  2. Government Securities.
  3. Such other instruments as may be declared by the Central government to be securities.
  4. Rights or interests in securities
  5. Derivatives
  6. Securitized instruments

Equity Shares:

Equity Shares are the ordinary shares of a limited company. It is an instrument, a contract, which guarantees a residual interest in the assets of an enterprise after deducting all its liabilities- including dividends on preference shares. Equity shares constitute the ownership capital of a company. Equity holders are the legal owners of a company.

Classification of Transaction into revenue and capital

Capital Expenditure

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

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

Revenue Expenditure

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

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

Revenue Expenditure Treated as Capital Expenditure

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

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

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

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

Important Terms

1. Capital Transactions

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

2. Revenue Transactions

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

3. Capital Expenditure

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

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

   4. Revenue Expenditure

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

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

5. Revenue Receipts

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

6. Capital Receipts

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

7. Capital Profits

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

8. Revenue Profits

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

9. Capital Loss

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

10. Revenue Loss

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

Rules for Determination of Capital Expenditure

The following expenses are termed as Capital expenditure:

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

Rules for Determination of Revenue Expenditure

The following expenses are termed as the revenue expenditure:

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

Deferred Revenue Expenditure

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

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

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

(A) Capital Receipts:

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

(B) Revenue Receipts:

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

(C) Capital Profit:

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

(D) Revenue Profits:

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

(E) Capital Losses:

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

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

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

(F) Revenue Losses:

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

Transfer to Reserves, Types, Reasons

Transfer to Reserves refers to the allocation of a portion of a company’s profits to a reserve account instead of distributing it as dividends. Reserves are retained earnings set aside for future needs, such as business expansion, debt repayment, legal requirements, or unforeseen contingencies. They strengthen the financial stability of the company and act as a buffer during economic downturns. Reserves can be general reserves (for any purpose) or specific reserves (for a particular use, like debenture redemption). The decision to transfer profits to reserves is made by the board of directors and approved by shareholders. This practice ensures long-term sustainability while maintaining shareholder confidence in the company’s growth and risk management strategies.

Types of Transfer to Reserves:

Reserves are an essential part of a company’s financial management, ensuring stability, growth, and compliance with legal requirements. They represent retained earnings set aside for specific or general purposes. The different types of reserves can be classified based on their nature, purpose, and legal requirements.

  • General Reserve

General Reserve is created out of profits without any specific purpose. It strengthens the financial position of the company and acts as a safety net during financial difficulties. Unlike specific reserves, it can be used for any business need, such as expansion, working capital, or absorbing future losses. Companies transfer a portion of their net profits to this reserve voluntarily, as it is not mandated by law. The general reserve improves creditworthiness and investor confidence since it reflects prudent financial management. It is shown under “Reserves & Surplus” in the balance sheet and can be utilized for dividend distribution in lean years.

  • Specific Reserve

Specific Reserve is created for a particular purpose and cannot be used for other expenses. Examples include the Debenture Redemption ReserveCapital Redemption Reserve, and Investment Fluctuation Reserve. These reserves ensure that funds are available for defined obligations, such as repaying debentures or covering losses from market fluctuations. Regulatory authorities or company policies may mandate certain specific reserves. For instance, companies issuing debentures must maintain a Debenture Redemption Reserve as per SEBI guidelines. Such reserves enhance financial discipline and ensure that funds are allocated for critical future liabilities.

  • Capital Reserve

Capital Reserve is created from capital profits, not revenue profits. It arises from transactions like the sale of fixed assets at a profit, premium on share issuance, or profits from the revaluation of assets. Unlike revenue reserves, it is not available for dividend distribution. Instead, it is used for capital-related purposes like writing off capital losses, issuing bonus shares, or financing long-term projects. Since it is not generated from normal business operations, it remains a separate reserve in the balance sheet and contributes to the company’s net worth without affecting distributable profits.

  • Revenue Reserve

Revenue Reserves are created from revenue profits (earned through regular business operations) and can be distributed as dividends if needed. These include General Reserves and Dividend Equalization Reserves. Unlike capital reserves, revenue reserves are flexible and can be used for business expansion, debt repayment, or stabilizing dividend payouts. They improve liquidity and financial health, ensuring that profits are reinvested wisely rather than being entirely distributed to shareholders. Companies with strong revenue reserves can better withstand economic downturns and fund growth initiatives without excessive borrowing.

  • Statutory Reserve

Statutory Reserve is legally required under company law, banking regulations, or insurance acts. For example, banks must maintain a Cash Reserve Ratio (CRR) and Statutory Liquidity Ratio (SLR) as per RBI guidelines. Similarly, insurance companies create reserves to meet future claim liabilities. These reserves ensure financial stability and protect stakeholders’ interests by preventing excessive profit distribution. Non-compliance can result in penalties, making statutory reserves a mandatory aspect of financial reporting in regulated industries.

  • Secret Reserve

Secret Reserve is an undisclosed reserve not visible in the balance sheet, often used by banks and financial institutions to strengthen financial stability discreetly. It is created by undervaluing assets or overstating liabilities, reducing reported profits. While it provides a cushion during crises, its lack of transparency can mislead investors. Regulatory bodies often discourage or restrict secret reserves to ensure fair financial disclosures.

Each type of reserve serves distinct financial, legal, and strategic purposes, ensuring a company’s long-term sustainability and compliance. Proper reserve management enhances credibility, operational flexibility, and risk mitigation.

Reasons of Transfer to Reserves:

  • Financial Stability & Risk Mitigation

Companies transfer profits to reserves to strengthen financial stability. Reserves act as a cushion during economic downturns, unexpected losses, or cash flow shortages. By setting aside funds, businesses ensure continuity without relying on external borrowing. This practice enhances creditworthiness and investor confidence, as reserves reflect prudent financial management and preparedness for uncertainties.

  • Legal & Regulatory Compliance

Certain reserves, like the Debenture Redemption Reserve or Statutory Reserves, are mandatory under corporate laws or industry regulations. Non-compliance can lead to penalties. Transferring profits to these reserves ensures adherence to legal requirements, protecting the company from regulatory actions and maintaining operational legitimacy.

  • Business Expansion & Reinvestment

Reserves provide internal funding for growth initiatives like new projects, R&D, or market expansion. Instead of depending on loans or equity dilution, companies use retained earnings (reserves) to finance expansion. This reduces debt burden and interest costs while promoting sustainable, self-funded growth.

  • Dividend Equalization

To maintain consistent dividend payouts despite fluctuating profits, companies transfer surplus earnings to reserves. A Dividend Equalization Reserve ensures shareholders receive stable returns even in lean years, enhancing investor trust and preventing stock price volatility due to irregular dividends.

  • Debt Repayment & Obligations

Reserves like the Debenture Redemption Reserve or Sinking Fund Reserve are created to repay long-term liabilities. By systematically allocating profits, companies avoid last-minute financial strain when repaying debts or redeeming securities, ensuring smooth liability management.

  • Asset Replacement & Modernization

Businesses set aside reserves for replacing outdated machinery or upgrading technology. A Capital Replacement Reserve ensures funds are available for asset modernization without disrupting cash flow, maintaining operational efficiency and competitiveness.

  • Contingency Planning

Unforeseen events like lawsuits, natural disasters, or economic crises require emergency funds. A Contingency Reserve helps companies manage sudden financial shocks without destabilizing operations, ensuring business resilience and continuity.

  • Bonus Shares & Employee Benefits

Reserves like the Capital Redemption Reserve or Employee Welfare Reserve fund bonus share issuances or employee benefit schemes. This rewards stakeholders without cash outflows, boosting morale and shareholder value while conserving liquidity.

  • Tax Efficiency

Retaining profits in reserves can defer dividend distribution, potentially reducing immediate tax liabilities. While reserves themselves aren’t tax-exempt, strategic profit retention helps optimize tax planning and cash flow management.

  • Enhancing Market Reputation

A robust reserve position signals financial health to investors, lenders, and customers. It reflects disciplined profit utilization, reducing perceived risk and improving the company’s market reputation, credit ratings, and access to capital.

Provision for Tax, Sections, Features, Advantages, Disadvantages

Provision for Tax refers to the estimated amount of income tax a company expects to pay on its profits for a given accounting period. Since the exact tax liability is determined after the finalization of accounts and assessment by tax authorities, companies create a provision to account for this future obligation.

It is a liability and shown under “Current Liabilities” in the balance sheet. This provision ensures that profits are not overstated and aligns with the matching principle of accounting, which requires expenses to be recognized in the same period as the related revenues.

The provision is made based on prevailing tax rates and estimated taxable income. Later, when the actual tax is paid, any difference between the provision and actual tax is adjusted.

Creating a provision for tax helps maintain transparency, ensures compliance with laws, and provides a realistic picture of the company’s financial position.

Sections of Provision for Tax in India:

  • Section 139 – Filing of Return

Under Section 139 of the Income Tax Act, 1961, every company is required to file an income tax return for each assessment year, irrespective of whether it has earned income or not. In order to compute accurate taxable income, companies must estimate and account for tax liabilities at the end of the financial year. This estimation is recorded in the books of accounts as a provision for tax. Although the final tax liability is determined after assessment by the tax department, making a provision ensures that financial statements reflect a realistic liability for the period.

  • Section 115JB – Minimum Alternate Tax (MAT)

Section 115JB deals with the concept of Minimum Alternate Tax (MAT). It is applicable to companies whose income tax liability under normal provisions is less than 15% of their “book profit.” In such cases, they are required to pay tax at 15% (plus surcharge and cess) on the book profit. This MAT is also included in the provision for tax if applicable. MAT ensures that companies showing high profits in books but paying little or no tax under the normal provisions contribute a minimum amount to the government.

  • Section 209 – Advance Tax Computation

Section 209 specifies the computation of advance tax for assessees whose total estimated tax liability is ₹10,000 or more in a financial year. Companies are required to pay advance tax in four installments during the year. Provision for tax also includes the estimation and recording of advance tax liabilities. These advance tax payments are adjusted against the total tax liability at the end of the year. Failure to pay advance tax results in interest penalties under Sections 234B and 234C.

  • Section 145 – Method of Accounting

Section 145 of the Income Tax Act mandates that income must be computed in accordance with the mercantile system or the cash system of accounting, as regularly followed by the assessee. Most companies follow the mercantile system, where income and expenses are recognized on an accrual basis. Therefore, the provision for tax is recorded even though the actual tax payment is made at a later date. This ensures that the expenses match the revenues earned during the accounting period in line with the matching principle of accounting.

  • Section 37(1) – General Deduction

As per Section 37(1), expenses that are not specifically covered under any other section and are incurred wholly and exclusively for business or profession are allowed as deductions. However, it is important to note that income tax paid is not allowed as a business expenditure. Although actual tax payments are not deductible, the provision for tax is made in books for accounting purposes only and does not affect taxable profits. This distinction is important for both tax computation and financial reporting.

  • ICDS IX – Provisions, Contingent Liabilities

The Income Computation and Disclosure Standards (ICDS) are a set of standards notified by the Income Tax Department to ensure uniformity in income computation. ICDS IX specifically deals with provisions and contingent liabilities. It outlines how provisions (including provision for tax) should be recognized and disclosed for tax purposes. According to ICDS IX, a provision is recognized only when there is a present obligation resulting from a past event, and the amount can be reliably estimated. This helps in maintaining consistency and compliance in recognizing tax provisions.

  • Section 123 of the Companies Act, 2013

According to Section 123 of the Companies Act, 2013, a company must provide for depreciation and tax before declaring any dividend. This means that the provision for tax must be created and adjusted in the profit and loss account prior to the appropriation of profits for dividend payments. This ensures that dividends are paid only from the net profits of the company, maintaining the integrity of the company’s financial position and protecting shareholder interests.

Features of Provision for Taxation:

  • Estimation of Future Tax Liability

Provision for taxation represents the estimated amount of income tax a company expects to pay for the current accounting year. It is not the exact tax payable but a fair approximation based on taxable income and prevailing tax rates. This provision is made before the final assessment by the tax authorities. Estimating tax in advance ensures that the financial statements show a more realistic picture of the company’s financial obligations, helping in the application of the matching principle in accounting—where expenses are matched with revenues of the same period.

  • Non-Cash, Adjusting Entry

The provision for tax is a non-cash, adjusting journal entry made at the end of the accounting year. Although the actual payment of tax occurs later, the entry ensures that tax expenses are recognized in the financial statements of the relevant period. It does not involve an immediate cash outflow but prepares the business for a future liability. This entry affects the Profit and Loss Account by reducing net profit and is shown as a current liability on the balance sheet, maintaining the accuracy of financial reports.

  • Based on Accounting Profit, Not Taxable Profit

Provision for tax is generally created on the basis of accounting profit and not the actual taxable profit as per the Income Tax Act. Accounting profit is computed according to financial reporting standards (such as Companies Act provisions or accounting standards), whereas taxable profit includes adjustments and disallowances under income tax laws. Therefore, the provision may differ from the final tax liability. Any differences between provision and actual tax are adjusted in subsequent periods, either by creating a tax payable or excess provision account.

  • Helps Comply with Matching Concept

One of the main purposes of creating a provision for tax is to comply with the matching concept of accounting. This principle states that expenses should be recognized in the same period as the revenues they help generate. Since taxes are a result of profits earned during the year, the tax expense (even if unpaid) should be accounted for in the same financial year. Creating the provision ensures that the profit reported is net of estimated tax, giving a more accurate picture of the company’s performance.

  • Shown as Current Liability

Provision for taxation is shown on the liabilities side of the balance sheet under the heading current liabilities and provisions. It represents a legal obligation of the company to pay income tax in the near future. The amount remains as a liability until the tax is paid or assessed. It alerts stakeholders and auditors about the company’s obligations and ensures that the financial position is not overstated. This treatment enhances transparency and reflects the company’s commitment to meeting its statutory obligations.

  • Subject to Adjustments

The provision for tax is not a final amount—it is subject to changes and adjustments once the actual tax liability is computed and paid. If the provision is higher than the actual tax, the excess is written back to profit in the next year. If the provision is lower, the shortfall is recorded as an additional tax expense. These adjustments ensure accuracy in the company’s books and help reconcile the differences between book profit and taxable income over time, aligning with financial and statutory requirements.

Advantages of Provision for Taxation:

  • Ensures Accurate Financial Reporting

Provision for taxation helps in presenting a true and fair view of the company’s financial statements. By recognizing expected tax liabilities in the current period, it prevents overstatement of profits. This aligns with the matching principle and ensures that the expenses related to the current year’s income are accounted for properly. It improves the reliability of financial statements and helps stakeholders make informed decisions based on realistic profit figures after considering expected tax obligations.

  • Facilitates Better Financial Planning

Creating a provision for taxation allows a company to set aside funds in anticipation of future tax payments. This helps avoid sudden cash flow pressure when tax becomes payable. With better foresight into upcoming tax liabilities, the company can plan investments, dividends, and working capital more efficiently. It enables businesses to manage liquidity better and avoid financial disruptions, ensuring that adequate resources are available when the actual tax dues are settled with the tax authorities.

  • Helps in Legal and Regulatory Compliance

Maintaining a provision for taxation ensures that a company complies with statutory requirements, such as the Companies Act and accounting standards. It signals that the company is responsibly planning to meet its tax obligations. Auditors and regulatory authorities often look for such provisions as a sign of good governance. Additionally, accurate provisioning helps in smooth tax assessments and audits, reducing the risk of penalties and interest due to underreporting or delayed recognition of tax liabilities.

  • Enhances Credibility Among Stakeholders

When a company maintains proper provisions for taxation, it boosts the confidence of investors, lenders, and other stakeholders. It demonstrates sound financial management and responsible behavior in anticipating and preparing for tax liabilities. Credit rating agencies and financial institutions often view accurate provisioning as a positive indicator of a company’s discipline and foresight. This can enhance the company’s reputation in the market and improve its ability to attract capital or secure loans at better terms.

Disadvantages of Provision for Taxation:

  • Risk of Over or Under Provisioning

One major disadvantage of provision for taxation is the risk of overestimating or underestimating the actual tax liability. If over-provided, it unnecessarily reduces reported profits, affecting dividend declarations and investor perception. If under-provided, it can lead to future cash flow strain and accounting adjustments. In both cases, the accuracy of financial statements is compromised, which may mislead stakeholders and require restatement of profits in subsequent periods, reducing financial statement reliability.

  • No Tax Deduction for Provision

Although a company creates a provision for taxation in its books, the Income Tax Act does not allow deduction for provisions—only actual tax payments are deductible. This leads to a situation where the expense is recorded in accounting books but not recognized for tax purposes, resulting in deferred tax differences. This creates complexity in tax calculations and reconciliation, and requires maintenance of deferred tax asset/liability accounts, which adds to the administrative and accounting workload.

  • Reduces Available Profits for Distribution

Creating a provision for taxation reduces the net profit of the company for the period, thereby decreasing the profits available for distribution as dividends. This may disappoint shareholders who expect regular or higher dividend payouts. For small companies or those with tight margins, this reduction can significantly impact their ability to reinvest in the business or maintain dividend consistency. It also may affect market perception, as lower profits could be seen as a sign of reduced performance.

  • Complexity in Estimation and Compliance

Accurately estimating the provision for taxation involves a deep understanding of current tax laws, deductions, allowances, and company-specific tax planning strategies. Any error in interpretation or calculation can result in incorrect provisioning. Moreover, changing tax rates, amendments in laws, or new tax regimes add to the complexity. Companies need skilled professionals to ensure compliance and avoid penalties or misstatements. This increases administrative burden and the cost of maintaining proper tax accounting systems.

Interest on Debentures

Interest on debentures refers to the fixed amount of money that a company agrees to pay periodically to its debenture holders for the funds borrowed. It is usually paid semi-annually or annually and is calculated as a percentage of the face value of the debentures. The rate of interest is pre-fixed at the time of issuing the debentures and is stated in the debenture certificate. The interest paid is a financial charge and must be paid even if the company is incurring losses.

Features of Interest on Debentures:

  1. Fixed Rate: The interest is paid at a fixed rate mentioned in the terms of the debenture issue.

  2. Charge on Profit: Interest on debentures is a charge against profits and must be paid regardless of the company’s profitability.

  3. Tax Deductible: Interest paid on debentures is allowed as a tax-deductible expense under the Income Tax Act.

  4. Priority over Dividends: Interest is paid before any dividends are declared to shareholders.

  5. Creditor Relationship: Debenture holders are creditors, not owners, so they only receive interest, not a share of profits.

  6. Obligation: Failure to pay interest can lead to legal action or impact the company’s creditworthiness.

Types of Interest Payments:

  1. Gross Interest: This is the total amount of interest before deducting tax (TDS).

  2. Net Interest: This is the amount paid to debenture holders after deducting tax at source.

TDS (Tax Deducted at Source) on Debenture Interest:

As per the Income Tax Act, companies are required to deduct tax at source (TDS) before paying interest on debentures if the interest amount exceeds a specified limit (₹5,000 for listed companies and ₹2,500 for others). The TDS rate is generally 10%, but it may vary as per applicable tax laws.

Interest on Debentures Issued at Discount or Premium:

When debentures are issued at discount, the interest is calculated on the face value, not on the amount received.

Example:

  • Debentures of ₹10,00,000 issued at 95% (₹9,50,000 received)

  • Interest @10% is calculated on ₹10,00,000 = ₹1,00,000

Accrued Interest on Debentures

If debentures are purchased between interest dates, the buyer compensates the seller for the accrued interest from the last interest date till the date of purchase. This accrued interest is a capital cost for the buyer and is not treated as income in the hands of the seller.

Importance of Interest on Debentures:

  1. Predictable Expense: It allows companies to plan their cash flows effectively.

  2. Investor Confidence: Regular interest payments increase investor confidence and goodwill.

  3. Tax Shield: Being a tax-deductible expense, it helps reduce the company’s taxable income.

  4. Obligation Fulfillment: It reflects a company’s credibility and financial discipline in the market.

Accounting Treatment of Interest on Debentures:

Transaction Debit (Dr) Credit (Cr) Explanation

Interest Due (Accrued Interest)

Interest on Debentures A/c (Expense) Debenture Interest Payable A/c (Liability)

Interest expense is recognized as it accrues, even if not yet paid.

Payment of Interest

Debenture Interest Payable A/c (Liability) Bank/Cash A/c (Asset)

Actual payment of the accrued interest reduces liability and cash.

Tax Deducted at Source (TDS) (if applicable)

Debenture Interest Payable A/c TDS Payable A/c (Liability)

TDS is deducted and withheld for tax authorities.

Transfer to P&L (Year-End)

Profit & Loss A/c (Expense) Interest on Debentures A/c

Interest expense is closed to P&L to determine net profit.

Introduction, Meaning Calculation of Sales Ratio Profit Prior to Incorporation

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

Time Ratio Profit Prior to Incorporation

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
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