Methods of Valuations of Share

Valuation of shares refers to the process of determining the intrinsic or fair value of a company’s shares. Since market prices may not always reflect the true worth of shares, especially in the case of unquoted companies, different valuation methods are adopted depending on the purpose of valuation and nature of the business.

The important methods of valuation of shares are explained below:

1. Net Asset Value Method (Asset Backing Method)

Under this method, shares are valued based on the net assets of the company available for shareholders. All assets are valued at their realizable or fair values and liabilities are deducted to arrive at net assets. The net assets are then divided by the number of equity shares.

Formula:

Value per Equity Share = Net Assets available to Equity Shareholders / Number of Equity Shares

This method is suitable when the company is being wound up or where assets play a major role. However, it ignores earning capacity.

2. Yield Method (Earnings / Profit-Earning Capacity Method)

The Yield Method values shares based on the earning capacity of the company. It compares the company’s earnings with the normal rate of return prevailing in the industry. Expected maintainable profits are capitalized to determine share value.

Formula:

Value per Share = (Earnings per Share × 100) / Normal Rate of Return

This method is suitable for going concerns and emphasizes profitability rather than assets.

3. Dividend Yield Method

This method is a variation of the yield method and is based on the dividend-paying capacity of the company. The value of a share is determined by capitalizing the expected dividend at the normal rate of return.

Formula:

Value per Share = (Dividend per Share × 100) / Normal Rate of Return

This method is appropriate when dividends are stable and regular. However, it ignores retained earnings and growth potential.

4. Fair Value Method

The Fair Value Method combines both asset-based and earning-based approaches. The value of shares is calculated as the average of the values obtained under the Net Asset Value Method and Yield Method.

Formula:

Fair Value per Share = (Net Asset Value per Share + Yield Value per Share) / 2

This method is widely accepted as it considers both financial strength and earning capacity.

5. Market Price Method

Under this method, the stock exchange quoted price of shares is taken as the value. Generally, the average of the market price over a reasonable period is considered.

This method is applicable only when shares are actively traded on a recognized stock exchange. It reflects investor perception but may be influenced by speculation and market fluctuations.

6. Capitalisation Method

In the Capitalisation Method, the value of the entire business is determined by capitalizing its expected profits at the normal rate of return. The total value is then divided by the number of shares to arrive at the value per share.

Formula:

Capitalised Value = Expected Profit × 100 / Normal Rate of Return

Value per Share = Capitalised Value / Number of Shares

This method is suitable for stable businesses with predictable earnings.

7. Intrinsic Value Method

The Intrinsic Value Method focuses on the true worth of a share based on financial statements, assets, liabilities, and earning potential. It is commonly used by investors for long-term investment decisions.

This method requires careful analysis and judgment, making it more complex but reliable.

Methods of Valuation of Goodwill

Goodwill represents the ability of a business to earn profits in excess of the normal return on capital employed. Since goodwill is an intangible asset, its valuation requires the application of appropriate methods based on profits, capital, or super profits. The commonly used methods of valuation of goodwill are discussed below.

1. Average Profit Method

Under the Average Profit Method, goodwill is valued on the basis of the average maintainable profits of the business. Past profits of a certain number of years are adjusted for abnormal items and averaged. Goodwill is then calculated by multiplying the average profit by an agreed number of years’ purchase.

Formula:

Goodwill = Average Profit × Number of Years’ Purchase

This method is simple and widely used when profits are stable. However, it ignores the normal rate of return and capital employed, making it less suitable where profits fluctuate significantly.

2. Weighted Average Profit Method

The Weighted Average Profit Method is an improvement over the simple average profit method. Here, greater weight is assigned to recent profits on the assumption that recent performance better reflects future earning capacity. Profits of past years are multiplied by predetermined weights, and the weighted average profit is calculated.

Formula:

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

Goodwill = Weighted Average Profit × Number of Years’ Purchase

This method is useful when profits show a rising or declining trend, but it still does not consider capital investment.

3. Super Profit Method

Under the Super Profit Method, goodwill is valued based on excess profits earned over normal profits. Normal profit is calculated by applying the normal rate of return to the capital employed. The difference between average maintainable profit and normal profit is known as super profit.

Formula:

Super Profit = Average Maintainable Profit – Normal Profit

Goodwill = Super Profit × Number of Years’ Purchase

This method is logical and widely accepted because goodwill arises only when a firm earns above-normal profits.

4. Annuity Method of Super Profits

The Annuity Method is a refined version of the super profit method. It considers the time value of money by discounting future super profits. The present value of super profits for a specified number of years is calculated using annuity tables.

Formula:

Goodwill = Super Profit × Present Value of Annuity Factor

This method is more scientific and realistic, especially when super profits are expected to continue for a limited period. However, it is complex and requires accurate estimation of discount rates.

5. Capitalisation of Average Profits Method

Under this method, goodwill is calculated by capitalising the average profits at the normal rate of return. The capitalised value of the business is compared with the actual capital employed.

Formula:

Capitalised Value = Average Profit × 100 / Normal Rate of Return

Goodwill = Capitalised Value – Capital Employed

This method is suitable when profits are stable and the normal rate of return is known. It reflects the total value of the business but depends heavily on accurate estimation of the normal rate.

6. Capitalisation of Super Profits Method

In this method, goodwill is valued by capitalising the super profits instead of average profits. Super profits are divided by the normal rate of return to arrive at the value of goodwill.

Formula:

Goodwill = Super Profit × 100 / Normal Rate of Return

This method directly links goodwill with excess earning capacity. It is simple and widely used in practice, especially during partnership changes and business acquisitions.

7. Purchase of Past Profits Method

Under the Purchase of Past Profits Method, goodwill is calculated as a multiple of past profits without adjusting for future expectations or normal return. The number of years’ purchase is determined through negotiation.

Formula:

Goodwill = Past Profits × Agreed Number of Years’ Purchase

This method is easy to apply but is considered less reliable as it does not consider future profitability, capital employed, or industry conditions.

8. Market Value Method

The Market Value Method values goodwill based on the difference between the market value of shares and the book value of net assets. It is mainly used for joint-stock companies whose shares are quoted on the stock exchange.

Formula:

Goodwill = Market Value of Company – Net Assets at Fair Value

This method reflects investor perception and market confidence but is influenced by stock market fluctuations and speculation.

9. Global Valuation Method

Under the Global Valuation Method, the entire business is valued as a whole based on expected future earnings, market conditions, and risk. From this total valuation, the fair value of net tangible assets is deducted to arrive at goodwill.

Formula:

Goodwill = Total Business Value – Net Tangible Assets

This method is suitable for mergers and acquisitions but requires expert valuation and professional judgment.

Provision Regarding Goodwill in various Accounting Standards

Accounting standards prescribe specific rules for the recognition, measurement, treatment, and impairment of goodwill to ensure uniformity and transparency in financial reporting. The major provisions relating to goodwill under different accounting standards are explained below.

1. AS 14 Accounting for Amalgamations (Indian GAAP)

AS 14 governs the treatment of goodwill arising from amalgamations. Goodwill arises only when the amalgamation is in the nature of purchase and the purchase consideration exceeds the net value of assets acquired. Such goodwill is recorded as an asset in the balance sheet. AS 14 recommends that goodwill should be amortised over a reasonable period, normally not exceeding five years, unless a longer period is justified. If the purchase consideration is less than net assets, the difference is treated as capital reserve, not goodwill.

2. AS 26 Intangible Assets

AS 26 deals with accounting for intangible assets, including goodwill. It clearly states that internally generated goodwill is not recognised because its cost cannot be measured reliably. Only purchased goodwill can be recognised as an asset. AS 26 requires goodwill to be amortised systematically over its useful life. If the useful life cannot be estimated reliably, it should not exceed ten years. The standard also emphasizes periodic review to assess impairment, ensuring that goodwill is not overstated.

3. AS 10 (Revised) Property, Plant and Equipment

AS 10 (Revised) does not directly prescribe accounting treatment for goodwill but provides important clarification. It states that goodwill is not a tangible asset and therefore cannot be classified as property, plant, or equipment. Any expenditure that leads to internally generated goodwill cannot be capitalised. This reinforces the principle that goodwill is an intangible asset, governed by AS 26 or AS 14. The standard indirectly supports conservative accounting by preventing improper capitalization of goodwill-related expenditure.

4. Ind AS 103 – Business Combinations

Ind AS 103 provides comprehensive guidance on goodwill arising from business combinations. Goodwill is recognised as the excess of consideration transferred over the fair value of identifiable net assets acquired. Unlike AS 14, Ind AS 103 prohibits amortisation of goodwill. Instead, goodwill is subject to annual impairment testing. If the consideration is less than net assets, it results in a bargain purchase gain, which is recognised in profit or loss after reassessment, ensuring fair value-based accounting.

5. Ind AS 36 Impairment of Assets

Ind AS 36 specifically governs the impairment testing of goodwill. Goodwill acquired in a business combination must be allocated to one or more cash-generating units (CGUs). The standard requires goodwill to be tested for impairment at least annually, irrespective of whether there is any indication of impairment. If the carrying amount exceeds the recoverable amount, an impairment loss is recognised in profit or loss. Importantly, impairment losses on goodwill cannot be reversed, ensuring prudence.

6. IAS 38 Intangible Assets (International Standard)

IAS 38 lays down international principles for accounting for intangible assets, including goodwill. It strictly prohibits recognition of internally generated goodwill due to measurement uncertainty. Purchased goodwill is recognised only when it arises from a business combination under IFRS. IAS 38 clarifies that goodwill cannot be separated or sold independently and therefore does not permit subsequent revaluation. This standard ensures that goodwill reflects future economic benefits without overstating asset values.

7. IFRS 3 Business Combinations

IFRS 3 governs the recognition and measurement of goodwill at the international level. It defines goodwill as the future economic benefits arising from assets that are not individually identifiable. IFRS 3 disallows amortisation of goodwill, adopting an impairment-only model. Goodwill is tested annually for impairment under IAS 36. Any bargain purchase is recognised immediately as income in profit or loss. These provisions promote transparency and fair valuation in global financial reporting.

8. Comparative and Conceptual Overview

Traditional Indian Accounting Standards (AS) permit amortisation of goodwill, while Ind AS and IFRS prohibit amortisation and require impairment testing. All standards uniformly disallow recognition of internally generated goodwill. The shift from amortisation to impairment reflects a move toward fair value and economic substance over conservative cost-based accounting. This evolution improves the relevance of financial statements by ensuring goodwill represents real future benefits rather than arbitrary write-offs.

Advanced Corporate Accounting Bangalore North University B.Com SEP 2024-25 4th Semester Notes

Unit 1 [Book]
Goodwill, Introductions, Meaning, Definitions, Needs, Origins and Factors affecting Goodwill VIEW
Provision Regarding Goodwill in Various Accounting Standards VIEW
Methods of Valuation of Goodwill VIEW
Unit 2 [Book]
Valuation of Shares, Introductions, Meaning, Needs and Factors Affecting Valuation of Shares VIEW
Methods of Valuation of Shares VIEW
Valuations of Fully Paid-Up and Partly Paid-Up Equity Shares VIEW
Net Assets Method of Valuation of Share VIEW
Yield Method of Valuation of Shares VIEW
Fair Value Method of Shares VIEW
Earning Capacity Method VIEW
Unit 3 [Book]
Liquidation of Company, Introduction, Meaning and Definition VIEW
Methods of Liquidation VIEW
Preferential Payments, Introductions, Meaning, Features and Types VIEW
Overriding Preferential Payments as per the Insolvency and Bankruptcy Code VIEW
Power and Duties of Liquidators VIEW
Liquidator’s Remuneration VIEW
Order of Disbursement to be made by Liquidator VIEW
Preparation of Liquidator’s Final Statement of Account VIEW
Unit 4 [Book]
Merger and Acquisition, Meaning, Types and Objectives VIEW
Provisions of AS-14 VIEW
Amalgamation, Meaning, Reasons, Types VIEW
Amalgamation in the Nature of Merger and Purchase VIEW
Accounting for Amalgamation VIEW
Purchase Consideration, Lump Sum Method, Net Assets Method, Net Payment Method, Shares Exchange Method VIEW
Discharge of Purchase Consideration VIEW
Unit 5 [Book]
Closing Journal Entries and Ledger Accounts in the Books of Transferor Company VIEW
Opening Journal Entries in the Books of Transferee Company VIEW
Calculation of Goodwill VIEW
Calculation of Capital Reserve VIEW
Preparation of Balance Sheet after Merger as per Schedule III of Companies Act 2013 VIEW

Reorganization through Sub Division and Consolidation of Shares

Share capital reorganization refers to the alteration of the structure of a company’s share capital without changing the total capital amount. Two common forms of such reorganization are Sub-Division (also called splitting) and Consolidation of shares. These changes are often carried out to improve marketability, adjust share prices, or comply with statutory requirements. Both processes require following the provisions of the Companies Act, 2013 (particularly Section 61) and the company’s Articles of Association.

Sub-Division of Shares:

Sub-division of shares means dividing the existing shares of the company into shares of smaller denominations. This does not change the total share capital but increases the number of shares. For example, a company having 1,00,000 equity shares of ₹10 each can sub-divide them into 10,00,000 shares of ₹1 each.

Objectives of Sub-Division:

  • Increase marketability: By reducing the nominal value, the market price per share may become more affordable for small investors.

  • Improve liquidity: More shares in the market may lead to higher trading volumes.

  • Compliance: Sometimes required to meet stock exchange norms regarding minimum public shareholding.

Legal Requirements:

  • Must be authorized by the Articles of Association.

  • Approval through a resolution in a general meeting.

  • Necessary filings with the Registrar of Companies (RoC) in prescribed forms.

Effects of Sub-Division:

  • Face value decreases while the number of shares increases.

  • Shareholder’s proportionate ownership remains unchanged.

  • The market price per share usually adjusts in proportion to the split.

Example of Sub-Division:

If a company has 1,00,000 shares of ₹10 each (₹10,00,000 total capital) and decides to sub-divide them into shares of ₹2 each, the result will be 5,00,000 shares of ₹2 each. The total share capital remains ₹10,00,000.Journal Entry for Sub-Division

In accounting, no journal entry is usually required because the total capital remains unchanged. Only the share capital register and related documents are updated.

Consolidation of Shares:

Consolidation of Shares means combining the existing shares of smaller denominations into shares of larger denominations. This process reduces the number of shares while keeping the total capital constant. For example, 10,00,000 shares of ₹1 each may be consolidated into 1,00,000 shares of ₹10 each.

Objectives of Consolidation:

  • Reduce Administrative burden: Fewer shares mean reduced costs of share registry maintenance.

  • Increase Market price per Share: This may improve the company’s perception in the market.

  • Compliance: Sometimes used to meet minimum share price requirements for certain stock exchanges.

Legal Requirements:

  • Must be permitted by the Articles of Association.

  • Requires approval via a general meeting resolution.

  • Filing with the RoC is mandatory.

Effects of Consolidation:

  • Face value increases while the number of shares decreases.

  • Ownership proportion remains unchanged for each shareholder.

  • Market price per share adjusts accordingly, although total market capitalization remains unaffected.

Example of Consolidation:

If a company has 5,00,000 shares of ₹2 each (₹10,00,000 total capital) and decides to consolidate them into shares of ₹10 each, the result will be 1,00,000 shares of ₹10 each. The total share capital remains ₹10,00,000.

Journal Entry for Consolidation:

Similar to sub-division, consolidation usually requires no journal entry in the books, as it is a change in denomination, not in the total capital. Adjustments are made in the share capital records.

Comparison between Sub-Division and Consolidation

Basis Sub-Division Consolidation
Denomination Reduced Increased
Number of Shares Increases Decreases
Purpose To make shares more affordable, increase liquidity To increase share price, reduce admin work
Effect on Capital No change in total share capital No change in total share capital

Arranging for Cash Balance for the Purpose of Redemption

When a company decides to redeem its preference shares or debentures, it must ensure that it has adequate cash balance to meet the redemption obligation. Redemption involves paying the holders of redeemable securities (like preference shareholders) either at par, premium, or as per the terms of the issue. As per the Companies Act, 2013, redemption of preference shares can only be made if the company has sufficient profits or has made a fresh issue of shares to raise the necessary funds. The main concern here is liquidity, i.e., the company must have enough cash on hand at the time of redemption.

Importance of Arranging Cash for Redemption:

The process of arranging a cash balance is critical because:

  • Redemption payments are legally binding obligations.

  • Failure to arrange funds can damage the company’s reputation.

  • It ensures compliance with legal provisions regarding redemption.

  • It prevents financial strain or disruption of regular operations.

Sources of Cash for Redemption:

A company may arrange the required cash balance for redemption through several means:

(a) Utilization of Existing Profits

The company may use its accumulated profits (like retained earnings, general reserve, or profit and loss account balance) to meet redemption payments. If preference shares are redeemed from profits, a Capital Redemption Reserve (CRR) must be created for an amount equal to the nominal value of shares redeemed.

(b) Fresh Issue of Shares

A company may issue new equity shares to raise funds specifically for redemption. The proceeds from the fresh issue can be directly used for payment. This option helps maintain working capital as profits are not depleted.

(c) Sale of Assets

If the company has surplus or non-essential assets, they can be sold to generate cash for redemption. However, this option must be carefully considered to avoid loss of income or operational capabilities.

(d) Borrowing

Short-term loans or debentures may be issued to meet redemption obligations. This provides quick liquidity but increases the company’s financial liabilities.

Legal Requirements Regarding Cash for Redemption:

According to Section 55 of the Companies Act, 2013:

  • Preference shares must be fully paid before redemption.

  • Redemption must be done either from distributable profits or proceeds from a fresh issue of shares.

  • Premium on redemption must be provided out of Securities Premium Account or Profit and Loss Account.

  • CRR must be created if redemption is made out of profits.

Accounting Treatment:

The accounting treatment depends on whether redemption is financed from profits or fresh issue proceeds.

Case 1: Redemption from Profits

When redemption is made from profits:

  1. Transfer an amount equal to the nominal value of shares redeemed from distributable profits to the CRR.

  2. Provide for the premium on redemption from Securities Premium Account or Profit and Loss Account.

  3. Pay the preference shareholders.

Case 2: Redemption from Fresh Issue Proceeds

When funds are raised from a fresh issue:

  1. Record the proceeds from the fresh issue.

  2. Apply the proceeds directly towards redemption.

  3. If the proceeds are less than the redemption amount, use profits to meet the shortfall and transfer the required CRR.

Journal Entries for Arranging Cash for Redemption:

S.No. Particulars Debit (₹) Credit (₹)
1

Bank A/c Dr. (for proceeds from fresh issue)

XXX

To Share Capital A/c

XXX

(Being fresh issue of shares made for the purpose of redemption)

2

Profit & Loss A/c Dr.

XXX

To Capital Redemption Reserve A/c

XXX

(Being transfer to CRR on redemption out of profits)

3

Securities Premium A/c Dr. / Profit & Loss A/c Dr.

XXX

To Premium on Redemption A/c

XXX

(Being provision made for premium on redemption)

4

Preference Share Capital A/c Dr.

XXX

Premium on Redemption A/c Dr.

XXX

To Preference Shareholders A/c

XXX

(Being amount payable to preference shareholders on redemption)

5

Preference Shareholders A/c Dr.

XXX

To Bank A/c

XXX

(Being payment made to preference shareholders)

Fresh issue of Shares for the Purpose of Redemption

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

    • 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:

  • The amount required for redemption

  • The number and type of shares to be issued (equity or preference)

  • 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:

  • Redemption of existing shares or debentures

  • Issue of new shares

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:

  • Details of the share issue

  • Number of shares

  • Face value and premium (if any)

  • 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

  • Protects Working Capital

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

Creation of Capital Redemption Reserve Account, Features, Entries

Capital Redemption Reserve Account (CRR) is a statutory reserve created when a company redeems its preference shares out of distributable profits instead of proceeds from a fresh issue of shares. As per the Companies Act, 2013, an amount equal to the nominal value of shares redeemed must be transferred from profits to CRR to maintain the company’s capital structure. CRR can only be utilized for issuing fully paid bonus shares to shareholders and cannot be used for paying dividends. This provision ensures that redemption does not reduce the company’s working capital or equity base, thereby protecting the interests of creditors and maintaining financial stability.

Features of Capital Redemption Reserve Account (CRR):

  • Statutory Requirement

The creation of CRR is a statutory obligation under Section 55 of the Companies Act, 2013. It arises when a company redeems preference shares from its distributable profits instead of fresh issue proceeds. This ensures that the company’s paid-up capital remains intact even after redemption. The nominal value of the shares redeemed must be transferred from profits to CRR, safeguarding creditor interests. The law mandates this transfer to maintain financial stability and prevent erosion of the capital base. Failure to create CRR in such cases can result in non-compliance and legal consequences for the company and its management.

  • Purpose of CRR

The main purpose of CRR is to protect creditors by maintaining the company’s capital structure even after the redemption of preference shares. Without this reserve, redemption from profits could reduce the company’s capital, weakening its financial position. By transferring profits to CRR, the company converts distributable earnings into non-distributable reserves, ensuring they are preserved for capital purposes only. CRR thus acts as a buffer, maintaining the nominal capital intact and avoiding situations where shareholders might withdraw capital that creditors rely on for security. This mechanism ensures prudent financial management and strengthens investor and creditor confidence.

  • Creation from Profits

CRR is created only from distributable profits such as general reserves, profit and loss account surplus, or other reserves eligible for dividend distribution. It cannot be formed from capital profits or funds meant for specific purposes. When a company redeems preference shares from profits, the nominal value of those shares is transferred to CRR. This process effectively locks those profits into the company’s equity base, preventing their distribution as dividends. This restriction ensures that redemption does not compromise the long-term financial health of the company, thereby protecting stakeholders from risks associated with capital reduction.

  • Non-Distributable Nature

One of the key features of CRR is that it is non-distributable, meaning it cannot be used to pay dividends or meet other revenue expenses. Once funds are transferred to CRR, they are locked for specific capital purposes and cannot be withdrawn by shareholders. This characteristic is designed to ensure that the capital structure of the company is not weakened by the redemption process. By restricting its use, CRR maintains the stability of the company’s financial foundation and serves as a safeguard for creditors and long-term investors, ensuring the company retains sufficient capital for its operations.

  • Utilization Restriction

The utilization of CRR is strictly regulated under the Companies Act, 2013. It can only be used for issuing fully paid bonus shares to existing shareholders. This provision ensures that CRR is employed exclusively for strengthening the company’s equity base, not for operational or dividend payments. By limiting its usage, the law preserves the capital integrity of the company, ensuring that funds earmarked for CRR continue to serve their protective function. This restriction reinforces financial discipline, promotes capital stability, and maintains trust among creditors, investors, and other stakeholders relying on the company’s capital security.

  • Capital Maintenance Principle

CRR is based on the capital maintenance principle, which dictates that the company’s capital should remain unaffected by transactions like redemption of shares. Since preference share redemption from profits reduces the company’s available funds, transferring an equivalent amount to CRR ensures that the capital base remains unchanged. This principle is essential for protecting creditor interests, as they assess the company’s solvency and repayment ability based on its capital. CRR, therefore, acts as a safeguard, ensuring that the redemption process does not harm the financial stability or creditworthiness of the company in the long run.

  • Applicability to Preference Shares

CRR creation is specifically applicable when redeeming preference shares from distributable profits. If redemption is made from proceeds of a fresh share issue, CRR is not required. This distinction ensures that companies raising fresh capital for redemption are not burdened with reserve creation, as the equity base is maintained through new funds. However, when profits are used, CRR ensures equivalent capital replacement. This targeted application reflects a balance between operational flexibility and creditor protection, allowing companies to choose their redemption method while safeguarding the fundamental requirement of maintaining nominal paid-up capital intact.

  • Legal Compliance and Audit

CRR is subject to strict legal compliance and verification during statutory audits. Auditors must confirm that the amount transferred to CRR equals the nominal value of preference shares redeemed from profits. Any misstatement, omission, or non-compliance could result in penalties and affect the company’s credibility. Since CRR is a permanent reserve (except for specific utilization as per law), accurate recording and disclosure in financial statements are essential. This transparency ensures that shareholders, creditors, and regulatory bodies can trust the company’s adherence to statutory provisions and its commitment to maintaining a sound financial structure.

Creation of Capital Redemption Reserve Account:

Date Particulars L.F. Debit (₹) Credit (₹)
1.

Profit & Loss A/c Dr.

xxx

  To Capital Redemption Reserve A/c

xxx

(Being the transfer of profits equal to the nominal value of preference shares redeemed to CRR as per Companies Act, 2013)

2.

General Reserve A/c Dr.

xxx

  To Capital Redemption Reserve A/c

xxx

(Being the transfer from general reserve to CRR for redemption of preference shares)

Sources for Creating Capital Redemption Reserve (CRR)

Capital Redemption Reserve (CRR) is created to maintain the capital structure of a company when preference shares or debentures are redeemed out of capital. The CRR ensures that the paid-up capital is not reduced, protecting the interests of creditors and shareholders. The amount required for CRR can be created from specific sources, which are described below:

1. Profits Available for Appropriation

One of the main sources for creating CRR is the company’s accumulated profits, such as general reserves or retained earnings.

  • When the company redeems shares or debentures using its profits, an equivalent amount is transferred to the CRR to maintain capital integrity.

  • This ensures that the reduction in capital due to redemption is balanced by the CRR, keeping shareholders’ funds intact.

2. Share Premium Account

The Share Premium Account is a common source for creating CRR.

  • Companies issuing shares above their nominal value accumulate a premium, which can be utilized for capital redemption purposes.

  • Transferring funds from the share premium account to the CRR does not affect profits and is allowed under company law, as it is a capital reserve.

3. Capital Reserve

A capital reserve, created from non-operating sources like the profit on the sale of fixed assets, revaluation of assets, or issue of bonus shares, can also be used for creating CRR.

  • Using a capital reserve ensures that the company can redeem shares or debentures out of capital without impacting operational profits.

  • This maintains the financial stability and legal compliance for redemption.

4. Fresh Issue of Shares

A company can also create CRR from the proceeds of a fresh issue of shares.

  • In this case, the premium received or the total funds collected from the new issue can be allocated to CRR.

  • This method allows redemption without dipping into operational profits or reserves.

  • It is often used when the company wants to preserve liquidity while complying with legal requirements.

5. Other Capital Surplus

Any other capital surplus, which is not distributable as dividend, may be appropriated to create CRR.

  • Examples include gifts, grants, or insurance claims credited to capital reserve.

  • Using such sources ensures that the company does not use operational profits, maintaining financial prudence.

Importance of Capital Redemption Reserve (CRR)

The Capital Redemption Reserve (CRR) is a statutory reserve created to maintain the capital structure of a company when preference shares or debentures are redeemed out of capital. CRR plays a vital role in financial management and legal compliance. Its importance can be understood under the following sub-topics:

  • Maintains Paid-Up Capital

One of the primary purposes of CRR is to ensure that the paid-up capital of the company remains intact even after redemption of preference shares or debentures. By transferring an equivalent amount to CRR, the company compensates for the reduction in capital, maintaining financial stability and credibility.

  • Legal Compliance

Creation of CRR is mandatory under the Companies Act for redemption of shares out of capital. Proper maintenance of CRR ensures the company adheres to statutory requirements and avoids legal penalties. This demonstrates transparency and regulatory compliance in corporate accounting practices.

  • Protects Creditors’ Interests

CRR safeguards the interests of creditors by ensuring that the company’s equity base is not reduced during redemption. Creditors can be assured that the company continues to have a strong capital structure, which enhances financial security and trustworthiness.

  • Provides Financial Stability

By maintaining CRR, the company ensures long-term financial stability. Funds transferred to CRR are not available for dividend distribution, but they remain part of reserves and surplus, contributing to the company’s equity base. This stability is crucial for future business operations and planning.

  • Facilitates Prudential Financial Management

CRR ensures prudent financial management by planning for redemption in advance. It prevents a sudden depletion of profits or capital in the year of redemption and allows the company to allocate funds systematically over accounting periods, reflecting the prudence concept in accounting.

  • Enhances Shareholders’ Confidence

Although CRR is not available for dividend, it signals to shareholders that the company maintains its capital integrity and plans redemptions responsibly. This enhances shareholder confidence and strengthens the company’s reputation in the financial market.

  • Supports Future Capital Requirements

CRR can act as a source for future capital needs, especially when the company wants to issue bonus shares or undertake capital expansion. By keeping funds in reserve, the company ensures it has adequate financial resources for strategic decisions without disturbing operational liquidity.

Treatment regarding Premium on Redemption

When a company redeems its preference shares or debentures at a price higher than their face value, the excess amount paid over the nominal value is called the premium on redemption. This premium is an additional financial obligation for the company and must be properly accounted for as per the Companies Act, 2013 and relevant accounting standards.

Legal Provisions

According to Section 52(2)(d) of the Companies Act, 2013, the premium payable on redemption of shares or debentures should be provided out of:

  • Securities Premium Account, or

  • Profit & Loss Account (Free Reserves)

It cannot be provided from capital reserves or revaluation reserves.

Premium on Redemption of Preference Shares:

  • If preference shares are redeemed at a premium, the company must first ensure compliance with Section 55 of the Companies Act, 2013.

  • The premium payable should be transferred from the Securities Premium Account or free reserves before redemption.

  • If no adequate balance exists in the Securities Premium Account, the shortfall is met from distributable profits.

Premium on Redemption of Debentures:

  • The premium payable on redemption of debentures is generally specified in the terms of issue.

  • At the time of issue, if the debentures are issued with a condition of redemption at premium, a Loss on Issue of Debentures Account is created and written off over the life of the debentures.

  • On redemption, the premium is paid along with the principal amount.

Accounting Treatment:

The treatment varies depending on whether the premium is:

  1. Payable on preference shares

  2. Payable on debentures

a. Premium on Redemption of Preference Shares

  • Debit: Profit & Loss Account / Securities Premium Account

  • Credit: Premium on Redemption of Preference Shares A/c

b. Premium on Redemption of Debentures

  • If provided at the time of issue:

    • Debit: Loss on Issue of Debentures A/c

    • Credit: Premium on Redemption of Debentures A/c

  • At redemption:

    • Debit: Premium on Redemption of Debentures A/c

    • Credit: Debenture holders A/c

Sources for Payment:

The payment for premium can be made from:

  • Securities Premium Account (primary source)

  • Free reserves / Profit & Loss Account (secondary source)

The Companies Act ensures that premium is not paid from capital, protecting creditors’ interests.

Practical Steps for Treatment:

  • Check Articles of Association: Ensure provisions allow redemption at premium.

  • Ascertain Amount of Premium: Based on terms of issue.

  • Identify Source: Securities Premium Account or free reserves.

  • Pass Provision Entry: Transfer required amount before redemption.

  • Make Redemption Payment: Pay face value + premium to shareholders or debenture holders.

Example:

Suppose a company redeems 10,000 preference shares of ₹100 each at a premium of ₹10 per share:

  • Face Value: ₹10,00,000

  • Premium: ₹1,00,000
    If Securities Premium A/c has ₹80,000, then:

  • ₹80,000 will come from Securities Premium A/c

  • ₹20,000 from Profit & Loss A/c

Journal Entries Table:

Date Particulars Debit (₹) Credit (₹)
1.

Profit & Loss A/c Dr. / Securities Premium A/c Dr.

XXX

To Premium on Redemption of Preference Shares A/c

XXX

2.

Premium on Redemption of Preference Shares A/c Dr.

XXX

Preference Share Capital A/c Dr.

XXX

To Preference Shareholders A/c

XXX

3.

Preference Shareholders A/c Dr.

XXX

To Bank A/c

XXX

4.

Loss on Issue of Debentures A/c Dr. (if applicable)

XXX

To Premium on Redemption of Debentures A/c

XXX

5.

Premium on Redemption of Debentures A/c Dr.

XXX

Debentures A/c Dr.

XXX

To Debenture holders A/c

XXX

6.

Debenture holders A/c Dr.

XXX

To Bank A/c

XXX

Interest on Debentures, Characteristics, Entries

Interest on debentures is the periodic payment made by a company to debenture holders as a return on the funds borrowed through the issue of debentures. It is a fixed charge against profits, meaning it must be paid regardless of the company’s profitability. Interest is usually calculated on the face value of debentures at a predetermined rate and paid semi-annually or annually. As per the Companies Act and relevant tax provisions, interest is treated as a business expense and is deductible for tax purposes. Payment must comply with terms in the debenture trust deed, and tax is often deducted at source (TDS) before payment to debenture holders.

Characteristics of Interest on Debentures:

  • Fixed Obligation

Interest on debentures represents a fixed financial obligation for the company, payable at a predetermined rate irrespective of profit or loss. Unlike dividends on shares, it is not dependent on earnings but must be paid as per the terms of the debenture agreement. This fixed nature ensures debenture holders receive a stable return, making debentures a secure investment. For the company, however, it adds a constant financial burden, and failure to pay can lead to legal consequences or damage to creditworthiness, as it is a contractual liability.

  • Priority in Payment

Interest on debentures has priority over dividends to shareholders. It is classified as a charge against profits, meaning it must be paid before any distribution of profits to equity or preference shareholders. This priority is due to the debt nature of debentures, where debenture holders are creditors, not owners. Even in financial difficulties, interest payment is legally binding unless the company is under formal restructuring. This feature provides security to investors but creates a fixed commitment for the company’s cash flow management and overall financial planning.

  • Periodicity of Payment

Interest on debentures is paid at regular intervals, typically half-yearly or annually, as specified in the debenture trust deed. This periodicity allows investors to plan their income flow and makes debentures attractive for those seeking predictable returns. The company must maintain sufficient liquidity to meet these periodic payments on time. The fixed schedule also helps in accounting and budgeting, as companies can anticipate and allocate resources accordingly. Delays or defaults in such payments can lead to penalties, legal action, or loss of investor confidence in the company.

  • Tax-Deductible Expense

Interest on debentures is treated as a business expense for the company and is deductible while calculating taxable profits. This tax-deductibility reduces the company’s overall tax liability, making debt financing via debentures more attractive compared to equity financing, where dividends are not tax-deductible. However, the company must comply with tax rules, including the deduction of tax at source (TDS) before paying the interest to debenture holders. This characteristic benefits the company financially but also requires careful compliance to avoid tax penalties or disallowances in future assessments.

  • Legal Obligation

Payment of interest on debentures is a legal obligation under the Companies Act and the terms mentioned in the debenture agreement or trust deed. Failure to pay can lead to legal proceedings, damages, or enforcement of security by debenture trustees. Since debenture holders are creditors, the company is bound by law to fulfill this obligation. This legal enforceability ensures protection for investors but increases the risk for the company if its earnings or liquidity position deteriorates, as non-payment can affect reputation and borrowing capacity.

  • TDS Applicability

Interest on debentures is subject to Tax Deducted at Source (TDS) as per the Income Tax Act. The company must deduct TDS at the prescribed rate before making the payment to debenture holders and deposit it with the government within the stipulated time. Failure to comply can result in penalties, interest charges, or disallowance of the expense for tax purposes. TDS compliance ensures tax collection at the source, providing a steady flow of revenue to the government, while also giving debenture holders credit for the tax deducted in their annual filings.

Journal Entries of Interest on Debentures:

Sr. No.

Transaction

Journal Entry

Explanation

1

Accruing interest on debentures

Interest on Debentures A/c Dr.

  To Debenture holders A/c

Interest is accrued for the period but not yet paid. It is a charge against profit.

2

Payment of interest to debenture holders

Debenture holders A/c Dr.

  To Bank A/c

Payment is made to debenture holders for accrued interest.

3

Recording TDS on interest payable

Interest on Debentures A/c Dr.

  To TDS Payable A/c

  To Debenture holders A/c

When TDS is deducted from interest payable before payment.

4

Payment of interest after TDS deduction

Debenture holders A/c Dr.

TDS Payable A/c Dr.

  To Bank A/c

Payment made to debenture holders after deducting TDS and depositing it to govt.

5

Transfer of interest on debentures to Profit & Loss A/c

Profit & Loss A/c Dr.

  To Interest on Debentures A/c

Since interest is a finance cost, it is transferred to P&L account.

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