Book 2 · NCERT — Company Accounts & FSA

Companies Quick Reference

Share Capital types, Issue at par / premium / discount, Calls in Advance/Arrears, Forfeiture & Re-issue entries, Pro-rata allotment, Securities Premium (Sec 52), Debentures issue + redemption, DRR (10%), DRI (15%), Interest + TDS — built around the Companies Act 2013.

Share Capital types Issue at Par Issue at Premium Calls in Advance/Arrears Pro-rata allotment Forfeiture Re-issue Non-cash issue Debenture Issue Collateral Security Interest + TDS Redemption DRR + DRI

Share Capital — 6 categories Ch 8

CategoryMeaning
AuthorisedMaximum amount per Memorandum (also called Nominal / Registered).
IssuedPortion of Authorised offered to the public.
SubscribedPortion of Issued actually applied for.
Called-upPortion of Subscribed called by the company.
Paid-upCalled-up minus Calls in Arrears.
Reserve Capital (Sec 65)Uncalled portion that can be called only on winding up.

Equity vs Preference Shares

Preference shares have a preferential right to (a) dividend at a fixed rate and (b) capital repayment on winding up. Types: Cumulative (arrears carry forward) · Participating (extra share of surplus profit) · Convertible (into equity) · Redeemable (max 20-year tenure).

Issue of Shares at Par Ch 8

Standard 3-stage entries

StageJournal Entry
ApplicationBank A/c  Dr.  To Share Application A/c
Allotment dueShare Application A/c  Dr. (allotted)  To Share Capital A/c
(Allotment due)Share Allotment A/c  Dr.  To Share Capital A/c
(Allotment received)Bank A/c  Dr.  To Share Allotment A/c
Call (1st / 2nd / Final)Share Call A/c  Dr.  To Share Capital A/c  then  Bank A/c  Dr.  To Share Call A/c
If the company refunds excess application money: Share Application A/c Dr; To Bank A/c.

Issue at Premium — Securities Premium A/c Ch 8

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Permitted uses of Securities Premium (Sec 52(2) of Companies Act 2013)

a
Issue fully paid bonus shares
b
Write off preliminary expenses
c
Write off discount/expenses on issue of shares or debentures
d
Provide premium on redemption of preference shares or debentures
e
Buy-back of own securities (Sec 68)
Issue at Discount on equity shares is PROHIBITED by Sec 53 of the Companies Act 2013. Exception: Sweat Equity Shares (Sec 54) may be issued at a discount to employees/directors.

Calls in Advance + Calls in Arrears Ch 8

AspectCalls in Advance (Sec 50)Calls in Arrears
DefinitionMoney received before the company calls itMoney called but not yet received
Default rate (Table F)Interest payable @ 12% p.a.Interest receivable @ 10% p.a.
Allowed only ifAoA permitsAlways (involuntary)
Dividend entitlementNOT entitled on advance portionSuspended till paid
B/S disclosureUnder "Other Current Liabilities"Deducted from Subscribed Capital

Pro-rata Allotment Ch 8

When applications > shares offered (over-subscription), the surplus application money is adjusted against allotment.

Pro-rata calculation
Allotment money required − Excess Application money received = Net amount receivable on Allotment
Excess application money is FIRST adjusted against allotment, THEN against subsequent calls if it exceeds allotment.

Forfeiture of Shares Ch 8

Issued at Par (call money unpaid)

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Issued at Premium (premium received earlier)

Premium has already been received and credited to Securities Premium A/c. Do NOT cancel the Securities Premium A/c. Forfeit only the Capital + unpaid Calls.

Issued at Premium (premium NOT yet received)

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Re-issue of Forfeited Shares Ch 8

Maximum permissible discount on re-issue
Max Discount = Amount in Forfeited Shares A/c (per share)
Re-issue can be at par, at premium, or at discount — but discount cannot exceed the forfeited amount.

Re-issue entries

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(Forfeited shares re-issued)

Transfer balance to Capital Reserve

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Profit on re-issue (= remaining balance in Forfeited Shares A/c after re-issue) is a Capital Profit and goes to Capital Reserve A/c — never P&L.

Issue for Consideration Other Than Cash Ch 8

Shares issued to vendors (for assets purchased), promoters (for services), or underwriters (for underwriting commission). No cash exchanged — Bank A/c is NOT debited.

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Debentures — Issue Ch 9

Issue at Par

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Issue at Discount, Redeemable at Premium (loss structure)

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Issue at Premium

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Discount on Issue / Loss on Issue: written off over the life of debentures. Order — first against Securities Premium A/c (per Sec 52), then any balance against P&L A/c.

Issue as Collateral Security Ch 9

Debentures issued as additional security against a loan — no separate consideration is received. Two methods:

Method 1 — No journal entry

Just disclose the fact in a note to Balance Sheet. Loan A/c shows the borrowing; debentures appear in the disclosure footnote.

Method 2 — Formal entry

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(Debentures issued as collateral against bank loan)
When the loan is repaid, reverse the entry: Debentures A/c Dr; To Debenture Suspense A/c.

Interest on Debentures + TDS Ch 9

Interest on Debentures is a CHARGE against profit (debited to P&L A/c, not P&L Appropriation). Paid even when there is a loss. TDS @ 10% deducted at source under Sec 193 of the Income Tax Act.
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Methods of Redemption Ch 9

1
Lump Sum at Maturity
Pay full face value (+ premium if any) on the maturity date. Most common.
2
Instalments — Drawing of Lots
Redeem a portion each year. Random lottery selects which debentures redeem each year.
3
Open Market Purchase (OMP)
Company buys back its own debentures from the secondary market — useful when market price < face value.
4
Conversion
Convert debentures into shares (or new debentures) — applicable to convertible debentures only.

Standard redemption entry (lump sum at par)

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Redemption at Premium (premium provided earlier)

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DRR + DRI Rules Ch 9

RuleDetails
Debenture Redemption Reserve (DRR)
Sec 71(4) Companies Act 2013
Required = 10% of nominal value of debentures (post-2019 amendment). Created by transferring profits from P&L Appropriation to DRR A/c before redemption.
Exempt: Listed companies, AIFIs, NBFCs registered with RBI.
Debenture Redemption Investment (DRI)
Rule 18(7) Companies (Share Capital and Debentures) Rules 2014
Required = 15% of debentures to be redeemed in the next financial year, deposited in a scheduled bank/specified securities by 30 April of that year. Liquidity safeguard so the company actually has cash for redemption.

DRR creation entry

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After redemption — transfer DRR to General Reserve

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