COMPANY ACCOUNTS Page | 1

Chapter:1 Company Accounts - Shares

Joint Stock Company is the most practical form of organization for large scale business.
In India the Indian Companies Act of 1956 governs joint stock companies. The capital of
the company is divided into shares and the owners hold shares of capital. They are
therefore known as shareholders of the company.
Share and Share Capital
Meaning, Nature and Types
The most striking feature of a joint stock company is its ownership structure. The capital
of a joint stock company is divided into small shares of fixed value. This facilitates easy
investment and easy transfer. Shareholders do not directly mange the company. They
elect directors who carry out management. The shareholders have the safety of limited
liability. In the event of extreme loss or liquidation with excessive outside liability, the
non invested wealth of a shareholder is not affected. The face value of the shares held
by a person is the maximum amount that he can lose in a joint stock company. If the
shares are fully paid up he need not pay anything further even if the company is
liquidated with heavy unsettled claims. If the shares held are partly paid up, a
shareholder might be asked to pay the unpaid portion of the shares.
 
Shares can be sold and purchased through the stock exchange. By purchasing shares
a person gets part ownership of the business. A share holder does not attain an
automatic right to manage the company. Directors are the people who manage the
business. They are elected by shareholders. Thus a shareholder can vote to elect
directors. He can also contest in the election to become director.
 
A joint stock company is regarded as an artificial person. It is considered to have an
identity apart from the shareholders. A company can enter into contract, buy or sell
properties in its own name, file lawsuits or can be sued. It can even file suit against its
own shareholders.
Types of share capital
Share capital is basically classified into equity and preference share capital. Equity
capital is raised by the issue of equity shares, which are the most common type of
shares. The benefits received by equity shares are directly related to the performance of
the business. When the business earns good profit equity shareholders will get more
dividends.
 
Preference shares other hand are the ones having priority in the payment of dividend
and repayment of capital in the event of liquidation of a company. Divided for the
preference shares are paid at a prescribed rate. Preference shareholders have fixed
income irrespective of the performance of the business. Equity dividend is declared
each year, which will vary according to the profit earned by the business. The equity
shareholders are the ones who actually bear the risk in business. When the
performance of the business is good, they get a high percentage of income. The value
COMPANY ACCOUNTS Page | 2

of shares will also increase in the market. Capital appreciation is the prime attraction of
equity shares in a company having consistently good performance.
 
Equity and Preference share capital are two basic channels of share capital. Apart from
this basic classification, share capital may be referred by different qualifying terms
highlighting certain specific aspects of share capital. In this regard following terms are
used to qualify share capital.
 

1. Authorised Capital or Registered Capital

This is the maximum amount of capital a company is authorised to raise from the public.
Authorized capital is fixed little higher than the immediate capital requirement of the
business because authorised capital is specified in the Memorandum of Association of
the company and if the company needs more capital in the near future it cannot do so
without first altering the memorandum of association.
2. Issued Capital
A company will raise capital from the public only to the extent it needs money for
investment. Unused fund indicates inefficiency. The portion of authorized capital that is
offered to the public for subscription is known as issued capital.
3. Subscribed Capital
When the shares are offered to the public there is no guarantee that the public will
purchase all of them. The part of the issued capital that is actually subscribed by the
public is known as subscribed capital.
 

4. Called up Capital
When shares are offered to the public the company will indicate how and when they
have to pay the money. Usually the company will not demand full payment at the time of
issue itself. Instead, the capital is collected part by part at application stage, allotment
stage, first call stage etc. Called up capital is the portion of subscribed capital which is
actually demanded by the company.
 
5. Paid up Capital
When company calls up capital some shareholders may fail to pay. This amount is
called calls in arrears. The amount paid by the shareholders is known as paid up
capital.
 
6. Reserve Capital
Reserve capital is the part of the uncalled capital set aside as reserve, by the company
to call up only in the event of liquidation of the company.
Accounting for Share Capital
Capital of joint stock companies is referred as share capital because it is divided into
shares. Share capital is usually not collected in lump sum, but in instalments at various
stages, such as application, allotment, 1st call etc. For the purpose of convenient
accounting, a temporary account representing each of these stages will be opened in
the ledger which will be closed once the amounts expected on that stage is fully
collected or the shares are cancelled for unpaid amounts.
 
Following are the journal entries for issue of share capital:
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Share Application Stage

The first stage in issue of share is the application stage. At this point the company will
give extensive publicity to the share issue and invite the public to apply for the shares. A
prospectus which is official invitation to the public, containing details of the company,
proposed number of shares, its type, value etc. will be issued to the pubic and
registered with the registrar of companies.
 
In response to the invitation by the company, public will apply for the shares. A part of
the value of shares will be specified as application money which is to be paid along with
the application. This amount will be deposited in the bank account of the company.
Application money cannot be less than 25% of the issue price. Following journal entries
are passed at the collection and capitalisation of application money.
  
i.. When share application money is received
 
Bank Account       Dr.
              To Share Application Account
 
ii. Application money credited to Capital Account
 
Share Application Account Dr.
               To Share Capital
 
 
The second entry will close the Share Application Account, and in the ledger there will
be Cash at Bank on one side and Share Capital on the other, provided the number of
applications invited and the number of applications received are the same.
 
Share Allotment Stage
After the closure of share issue the directors proceed to the allotment of shares. An
additional amount towards the capital on the allotted shares is collected at this stage.
This amount is called allotment money.
 
Following journal entries are passed at allotment stage:
 
 
i.. Allotment money credited to capital
 
Share Allotment Account Dr.
            To Share Capital
 
ii. Collection of allotment money
 
            Bank Account Dr.
                        To share Allotment Account
 
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Share Call
After the share allotment, the company will collect the remaining capital in one or two
additional instalments which are known as calls on shares. Same accounting entries are
passed for all calls.
 
Following are the typical entries:
 
 
i. Call money credited to capital
 
Share 1st Call Dr.
                        To Share Capital
 
ii. Collection of call money
 
            Bank Account Dr.
                        To Share 1st Call
 
Illustration 4.01
ABC Ltd. invited applications for 1000 shares of Rs.10 each on 1st January, 2002. The
payments to be made as follows:
Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call
The issue was fully subscribed and the amounts due on allotment and first call have
been received. Pass necessary Journal Entries.
 
Journal Entries
Dr. Cr
   
3,000  
                           Dr   3,000
plication Account    
on 1000 shares @Rs.3 per    

   
ccount                    Dr 3,000  
al   3,000
   
credited to capital account)    

   
count Dr. 3,000  
al   3,000
oney @Rs.3 per share
 COMPANY ACCOUNTS Page | 5

   
3000  
ment   3,000
oney collected)    
   
unt Dr. 4,000  
al   4,000
unt @Rs.4  per share    

   
4,000  
all 4,000
unt received)
 
Over-Subscription and Under-Subscription
Over-subscription
It is unlikely that the public apply for the exact number of applications invited by the
company. When applications received exceed the number invited, the share is said to
be over-subscribed. It also means that the company received more application money
than what was originally invited. Now the company cannot conveniently increase the
number of shares and keep the money as capital. Instead, it must refund the excess
amount received or make a part allotment on applications adjust the excess money
against future calls from shareholders.
 
When there is over subscription share application account will not be closed by the
transfer to capital alone (second entry above). This is because the company has
received more money. One of the following entries will be passed to close the share
application account depending on the treatment of money.
 
i. If the excess amount is refunded to applicants
 
            Share Application Account Dr.
                        To Bank
 
ii. If the excess amount is adjusted to Allotment
 
            Share Application Account Dr.
                        To Share Allotment
 
 
 
Illustration 4.02
On 1st January 2003 ABC Ltd. invited applications for 1000 shares of Rs. 10 each. The
payments to be made as follows:
Rs.3 on application
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Rs.3 on allotment
Rs.4 on 1st call
Applications have been received for 1200 shares. Excess applications have been
rejected. Allotments were made. The full amounts collected in due course.
Pass necessary Journal Entries to record the above.
 
(Note: This illustrates the treatment of oversubscription. Here 1200 applications have been received on
an issue of 1000 shares. Here the company has to stick to the 1000 shares issued. Compare these three
simple illustrations carefully)
 
 
Journal Entries
 
Particulars Dr. Cr
     
1. Bank 3,600
  Account                                          Dr  
            To Share Application Account  
(Application money received on 1200
applications @Rs.2 per share)
     
2. Share Application Account                    Dr. 3,600
            To Share Capital  
            To Bank  
(Application money credited to capital account  
and the money on rejected applications  
refunded)  
     
3. Share Allotment Account                       Dr. 3,000
            To Share Capital  
(Share Allotment money @Rs.3 per share
credited to Capital)
     
4. Bank 3000
  Account                                         Dr.  
            To Share Allotment  
(Share allotment money collected)
     
5. Share 1st Call Account                           4,000
  Dr.  
            To Share Capital
  (Share 1st call amount @Rs.5  per share
credited to capital)
     
6. Bank Account                             4,000
Dr.
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          To Share 1st Call

(Share 1st call amount received)
 
Under-subscription
Under-subscription is a situation just the opposite of over-subscription. Here the
company has received less number of applications than what was invited. In case of
under subscription the company will proceed to allotment with whatever number of
shares applied by the public.
 
Illustration 4.03
On 1st January 2003 ABC Ltd. invited applications for 1000 shares of Rs. 10 each. The
payments to be made as follows:
Rs.3 on application; Rs.4 on allotment; Rs.3 on 1st call
Applications have been received for 900 shares. Allotments were made. The full
amounts collected in due course.
Pass necessary Journal Entries to record the above.
 
Journal Entries
s Dr. Cr
   
2,700  
                            Dr   2,700
pplication Account    
received on 1200
per share)
   
ccount                    Dr. 2,700  
apital   2,700
credited to capital account    
ejected applications    
   
 
   
count                       Dr. 3,600  
apital   3,600
oney @Rs.3 per share

   
3,600  
                           Dr.   3,600
llotment    
oney collected)
   
unt                       2,700  
  2,700
apital  
 COMPANY ACCOUNTS Page | 8

unt @Rs.5  per share

   
2,700  
                           Dr. 2,700
st Call
unt received)
Issue and Allotment of Preference Shares
Preference shares as also part of capital. But these shares as the name suggest are
having some special privileges or preferences. Following are the important features of
preference shares.
Preference shares are issued with a prescribed rate of dividend. Thus such
shareholders have an assured income from their shares. When the company does not
make huge profits there is an advantage to the Preference shareholder. But when the
profit is high, a preference shareholder must satisfy with his prescribed rate of dividend.
In the event of liquidation of the company the preference shareholders get a priority
over the equity shareholder in the repayment of capital.
Preference shareholders have less say in the management of the company. Equity
shareholders who are the real risk bearing investors mainly control management.
 
Form the accounting point of view there is no much difference between the issue of
equity shares or preference shares. The only difference is that the preference capital
account will be clearly stated as “preference share capital” in the journal entry.  But
there is no need to specify “equity capital” when it is issued.  The term capital is
understood as equity capital.
 
Illustration 4.04
A limited company invited applications for 2000, 8% preference shares of shares of
Rs.10 each on 1st January, 2002. The payments to be made as follows:
Rs.5 on application
Rs.5 on allotment
The issue was fully subscribed and the amounts due on allotments were received. Pass
necessary Journal Entries.
 

Journal Entries
s Dr. Cr
   
10,000  
                            Dr   10,000
are Application Account    
on 2000 shares @Rs.5 per    

   
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tion Account           Dr 10,000  

hare Capital   10,000
   
credited to pref. share    

   
nt Account Dr. 10,000  
hare Capital   10,000
oney @Rs.5 per share    
pital)  
 
 
A limited company invited applications for 5000, 9% preference shares of shares of
Rs.10 each on 1st January, 2002. The payments to be made as follows:
Rs.4 on application; Rs.6 on allotment
The issue was fully subscribed and the amounts due on allotments was been received.
Pass necessary Journal Entries.
Private Placement and Public Subscription of Share Capital
Issue of shares under private placement implies the issue of shares to a selected group
of persons. Private placement is an issue that is not a public issue. In order to make
private placement, a company should pass a special resolution to that effect. If the
number of votes cast in favour of private placement is not sufficient to pass a special
resolution, but more than the number of votes cast against, the directors can approach
Central Government for approval, stating that the proposed private placement is most
beneficial to the company.
 
Employee Stock Option Plan (ESOP)
Employees’ stock option plan implies the right given to employees to purchase shares of
the company at pre- determined low price. ESOP is a kind of compensation to the
employees to create a sense of belonging to the company. For the purpose of ESOP the
term employees include permanent employees and directors, of a company, its
subsidiary companies and/or holding companies. However, employees belonging to
promoters’ group or directors holding more than 10% of the equity shares are not
allowed participating in the ESOP. The company keeps the plan open to for a certain
period for the employees to exercise their option to purchase shares. At the end of this
exercise period, the stock option will be closed. The unused option will be considered
lapsed. Any share issued under ESOP is not allowed to be traded for a period of one
year lock-in period. This condition is not applied for shares issued as part of public
issue.
Cash Entries through Cash Book
When cash book is used in accounting all entries of receipt and payment are entered in
the cash book directly. All other transaction will be entered in the normal journal.
 
The following example illustrates the use of cash book and the effect of under
subscription.
 COMPANY ACCOUNTS Page | 10

 
Illustration 4.04
On 1st January 2002, ABC Ltd. invited applications for 1000 shares of Rs.10 each
payable as follows:
Rs.2 on application; Rs.3 on allotment; Rs.5 on 1st call
Applications have been received for 900 shares. Amounts due on allotment and 1st call
have been duly collected. Prepare Cash Book (bank column only) and other necessary
Journal Entries.
 

(Note: This is a case of under subscription. The company issued 1000 shares whereas only 900 shares
have been subscribed. All entries should be based on the number of shares actually subscribed, not the
number of shares issued)
 
Cash Book (Bank Column only)
Date Particulars L/f Bank
Receipts
1. To Share Application   1,800

4. To Share Allotment   2,800

  To Share 1st Call   5,000

       

      9,600
 
Journal Entries
s Dr. Cr
   
ccount                    Dr 1,800  
al   1,800
credited to capital account)  

   
count Dr. 2,700  
al   2,700
oney @Rs.3 per share    

   
unt Dr. 4,500  
al   4,500
unt @Rs.5  per share    

 
Issue of shares at Premium
Shares of reputed companies are usually issued at a higher issue price that than the
face value. This extra amount is known as share premium. This is a gain to be credited
 COMPANY ACCOUNTS Page | 11

separately into a securities premium account. Share premium is usually collected along
with the allotment money.
 
Security premium is not an ordinary income of the company; therefore it is not credited
into the profit and loss account. It is comes under the category of capital recipt. Security
premium can be utilized in the following ways;
 
to write off preliminary expenses if any
to write off discount on issue of shares
to issue bonus shares
to provide for the premium payable on any redeemable preference shares of the
company.
 
Illustration 4.05
ABC Ltd. invited applications for 1000 shares of Rs.10 each at a premium of Rs.2 on 1st
January, 2002. The payments to be made as follows:
 
Rs.3 on application; Rs.5 on allotment (including premium); Rs.4 on 1st call
 
The issue was fully subscribed and the amounts due on allotments and first call have
been received. Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
3,000  
                           Dr.   3,000
plication Account    
on 1000 shares @Rs.2 per    

   
ccount                    Dr 3,000  
apital 3,000
credited to capital Account

   
count                       Dr. 5,000  
al   3,000
remium 2,000
nd securities premium
ve accounts)
   
5000  
                           Dr.   5,000
ment    
oney collected)
   
 COMPANY ACCOUNTS Page | 12

unt          4,000  
  4,000
al  
unt @Rs.5  per share

   
4,000  
                           Dr. 4,000
all
unt received)
 
Issue at Discount
When shares are issued at a discount, the company is incurring a loss, which will be
debited to ‘discount on issue of shares’ account. This will remain as a fictitious asset in
the books of the company and will be written off in due course. Usually discount will be
adjusted at the time of allotment of shares.
Check the following illustration:
 
Illustration 4.06
ABC Ltd. invited applications for 1000 shares of Rs.10 each at a discount of Re.1 on 1st
January, 2002. The payments to be made as follows:
 
Rs.2 on application; Rs.2 on allotment; Rs.5 on 1st call
 
The issue have been fully subscribed and the full amounts due on allotments and first
call have been received. Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
   
2,000  
                            Dr   2,000
plication Account  
on 1000 shares @Rs.2 per

ccount                     Dr    
al 2,000  
credited to capital account)   2,000
   
   
count                       Dr. 2,000  
f Shares                   Dr. 1,000  
al Account   3,000
scount of Re.1 per share)  
 COMPANY ACCOUNTS Page | 13

   
   
                           Dr. 2,000  
ment   2,000
oney collected)
   
unt                           5,000  
  5,000
al    
unt @Rs.5 per share

   
5,000  
all 5,000
unt received)

Calls in Advance
Sometimes shareholders chose to pay the call money in advance which should be
credited to calls in advance account. Oversubscription of issue is another reason for
opening Calls in Advance Account. Suppose a person applied for 100 shares and the
company allotted him only 50 shares, the excess application money paid by him may be
refunded or treated as calls in advance. This amount is adjusted against the amounts
due from him in future. (Calls in advance can be directly credited against next call
account, which is an easier treatment. This method is followed in the following
illustration)
 
Interest is paid on the calls in advance if it is specified in the in the Articles of
Association of the company or if the company adopts Table A for internal administration
interest can be paid at the rate of 6%. The following entries are passed to account the
interest on calls in advance:
 
i. Interest due
Interest on Calls in Advance Dr.
           To Sundry Shareholders Account
 
ii. Interest Paid
Sundry Shareholder’s Account Dr.
             To Bank
 
Illustration 4.07
ABC Ltd. invited applications for 1000 shares of Rs.10 each on 1st January, 2002. The
payments to be made as follows:
 
Rs.2 on application; Rs.3 on allotment; Rs.5 on 1st call
 
 COMPANY ACCOUNTS Page | 14

The issue have been fully subscribed. Mr. A, who is allotted 300 shares, paid the full
amount at the time of allotment. The amounts due on allotment and first call have been
received. Pass necessary Journal Entries.
 
  
Journal Entries
 
s Dr. Cr
   
2,000  
                 Dr   2,000
Account
shares @Rs.2 per

   
                  Dr 2,000  
  2,000
o capital account)  

   
                  Dr. 3,000  
t 3,000
t credited to

   
4,500  
                Dr.   3,000
  1,500
 
cted)
   
                     5,000  
5,000
 
5 per share

   
3,500  
                Dr. 3,500

ed)
 
Note: The advance payment by Mr. A can be credited to call in advance account in JE 3. In that case the
call in advance should be debited in JE 6, and credit the first call account with the full amount of
5,[Link] the above treatment is easier.
 
 COMPANY ACCOUNTS Page | 15

Calls in Arrears
Sometimes shareholders fail to pay the amount due on calls. In that case we have two
options in passing the journal entry. First option is just recording the actual amount
collected to the respective call account. Normally the call account will vanish from books
with the collection of money. But in this case the unpaid amount will remain in the books
in the call account as debit balance. The second option is to debit the Bank account for
the amount received and debit the Calls in Arrears Account for the unpaid amount and
credit the respective call account for the total. The second option is followed in this text
book.
 
The company can charge interest on calls in arrears at 5% per annum if it is specified in
the Articles of Association or if the company adopts Table A for the internal
administration. Table A – the model set of Articles of Association of a company –
specifies interest chargeable on calls in arrears at 5%. Following journal entries are
passed to account interest on calls in arrears
 
i. Interest due
Sundry Shareholder’s Account Dr.
           To Interest on Calls in Arrears
 
ii. Interest Paid
Bank Account Dr..
             To Sundry Shareholders
 
Illustration 4.08
ABC Ltd. issued 1000 shares of Rs.10 each on 1st January, 2002. The payments to be
made as follows:
Rs.2 on application; Rs.3 on allotment; Rs.5 on 1st call
The issue have been fully subscribed. Mr. A, who is allotted 300 shares failed to pay the
1st call amount. The full amounts due on allotment and first call from all other
shareholders have been received. Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
   
2,000  
                            Dr 2,000
plication Account
on 1000 shares @Rs.2 per

   
ccount                     Dr 2,000  
apital   2,000
credited to capital account)
 COMPANY ACCOUNTS Page | 16

   
count                       Dr. 3,000  
apital Account   3,000
nt amount credited to    

   
3,000  
otment 3,000
oney collected)
   
unt Dr. 5,000  
apital 5,000
unt @Rs.5 per share

   
3,500  
                           Dr. 1,500  
                                 5,000

t Call
unt received)
 
Issue of Shares for Consideration other than Cash
Company can issue shares in consideration of purchase of assets. Following journal
entries are passed for such issue:
 
a.  Asset Account Dr.
    To Vendor’s Account
(Asset purchased)
 
b. Vendor’s Account Dr.
   To Share Capital
(Shares issued in consideration of asset)
 
Note: It is very important to consider whether the shares are issued at par, premium or discount. The
value of assets should be understood as equivalent of cash received in normal transactions, based on
which the reset of the accounts should be debited or credited.
 
 
Illustration 4.09
On 1st January 2002, ABC Ltd. purchased a building for Rs.99,000 from Deepa
constructions, for which they issued equity shares at the par to the vendor. Pass
necessary journal entries.
 
Journal Entries
Dr. Cr
 COMPANY ACCOUNTS Page | 17

                                  99,000  
  99,000
onstructions.    
   
d)
   
ns                             99,000  
  99,000
apital  
onsideration of Building

 
Illustration 4.10
On 1st January 2002, ABC Ltd. purchased a building for Rs.99,000 from Deepa
constructions, for which they issued equity shares at a premium of 10% to the vendor.
Pass necessary journal entries.
 

Journal Entries
rs Dr. Cr
                                  99,000  
  99,000
onstructions.    
d)
   
ns                             99,000  
  90,000
apital 9,000
apital
onsideration of Building

 
Note: It is very important that you understand how the above Rs.90,000 is worked out. When you issue a
Rs.10 share at a premium of 10% you will get Rs.11. Here you got Rs.99,000 (in the form of building). If
you want to split this into capital and premium, remember thatRe.1 out of each Rs.11 goes to premium
and Rs.10 to capital)
 
 
 
Illustration 4.11
On 1st January 2002, ABC Ltd. purchased a building for Rs.99,000 from Deepa
constructions, for which they issued equity shares at a discount of 10% to the vendor.
Pass necessary journal entries.
 
Journal Entries
s Dr. Cr
                                  99,000  
  99,000
 COMPANY ACCOUNTS Page | 18

nstructions.    
   
d)
   
ns                             99,000  
11,000  
                              110,000
 
Capital
onsideration of Building

 
Note: This is just the opposite of what you have seen in the earlier illustration. The shares are issued at a
discount. The value of building Rs.99,000 represents the cash you receive when shares are issued at
discount. Suppose you issue one share of Rs.10 at a discount of 10%, you will receive Rs.9 from that
share. Here you received Rs.99,000 (in the form of buildings). Rs.9 received means Re.1 discount
allowed, and Rs.10 capital credited. In other words Rs.99,000 received means Rs.11,000 allowed as
discount.
Forfeiture of Shares – Accounting Treatment
Normally a company is not allowed to cancel or take back its shares. But when a person fails to
pay the allotment money or call money due on a share, the company is allowed to withdraw
those shares and reissue them to another party. Forfeiture is withdrawal of shares due to non-
payment of dues by the shareholder.

Capital representing the forfeited shares removed from share capital account

Unsettled balances in temporary accounts such as Share Allotment, Share Call etc. (or calls in
arrears account) reduced to zero.

The paid up portion the forfeited shares is transferred from the capital account to a separate
account called ‘Share Forfeiture Account”.

Accounting entries for forfeiture of shares vary according to the conditions of issue. Following
are the common conditions of forfeiture and their journal entries.

i. Forfeiture of shares issued at par

Share Capital Account Dr. (called up value of shares forfeited)

To Share Forfeiture Account (paid up portion of forfeited shares)

To Calls in arrears (the unpaid amount of the respective calls)

Illustration 4.12
 COMPANY ACCOUNTS Page | 19

ABC Ltd. invited applications for 1000 shares of Rs.10 each on 1st January, 2002. The
payments to be made as follows:

Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call

The issue have been fully subscribed. The amounts due were collected for allotment and 1st
call with the exception of Mr. A, having 300 shares who failed to pay for the allotment and first
call. These shares have been forfeited. Pass necessary Journal Entries.

Journal Entries

s Dr. Cr

   

                               Dr 3,000  

ication Account   3,000

n 1000 shares @Rs.2 per

   

count                    Dr 3,000  

l 3,000

redited to capital account)

   

unt                       Dr. 3,000  

Account   3,000

amount credited to capital  

   

                                Dr. 2,100  

                               Dr. 900  

ent   3,000
 COMPANY ACCOUNTS Page | 20

ney collected, with the  

res)

   

nt                          Dr. 4,000  

l 4,000

nt @Rs.5 per share credited to

   

                                Dr. 2,800  

                              Dr 1,200  

4,000

nt received)

   

nt                          Dr. 3000  

Forfeiture Account 900

n Arrears Account 2,100

non payment)

Note: In the above journal entry #7 we have taken out the entire capital of Rs.3000 representing A’s 300
shares; the paid up portion of this capital ie. the application money is transferred to Forfeiture Account
and the rest to the Calls in arrears Account.

ii. Forfeiture of shares issued at premium

a. where premium was collected
            Share Capital Account Dr. (the capital value)

            Securities Premium Account Dr. (the premium on forfeited shares)

                        To Share Forfeiture Account (the amount collected on shares)

                        To Various Calls Account (the unpaid amount on shares)

Illustration 4.13
 COMPANY ACCOUNTS Page | 21

ABC Ltd. invited applications for 1000 shares of Rs.10 each at a premium of Rs.2 per share on
1st January, 2002. The payments to be made as follows:

Rs.3 on application; Rs.5 on allotment (including premium); Rs.4 on 1st call

The issue have been fully subscribed. The amounts due were collected with the exception of Mr.
A, who is allotted 300 shares and failed to pay for the allotment and first call. These shares have
been forfeited. Pass necessary Journal Entries.

Journal Entries
s Dr. Cr

   

                                Dr 3,000  

ication Account 3,000

n 1000 shares @Rs.2 per

   

count                    Dr 3,000  

3,000

redited to capital account)

   

unt                       Dr. 5,000  

Account   3,000

mium Account   2,000

amount and Share premium     

accounts)
   

   
 COMPANY ACCOUNTS Page | 22

                                Dr. 3,500  

unt                       Dr 1,500  

ent   5,000

ey collected, with the  

es)

   

nt                          Dr. 4,000  

  4,000

nt @Rs.5 per share credited to    

   

                                Dr. 2,800  

                            Dr. 1,200  

  4,000

nt received)  

   

nt                          Dr. 3,000  

ccount                  Dr 600  

eiture Account 900

ears Account 2,700

have been forfeited)

Note: The above example illustrates an important aspect. Study this thoroughly. Look at Journal entry # 7.
You can see the premium is also debited along with the capital. You have seen in an earlier section that if
premium is not collected on the shares to be forfeited the premium also should be debited. Right. But why
should you debit the premium? To understand this you must first study the entry # 3 & 4. In entry # 3 you
find the share allotment account is debited with Rs.5000, which includes premium and capital. In entry
#4,there is calls in arrears of Rs.1,500. This is not just capital alone. It is unsettled share capital +
unsettled premium. In other words you cannot wipe out the calls in arrears by simply reversing the
capital alone. Now refer the next illustration in which there is a default, after collecting the premium where
premium is not reversed. Again I remind you not to mug up the rules, instead learn these simple concepts
thoroughly.
 COMPANY ACCOUNTS Page | 23

          b. where premium not collected

            Share Capital Account Dr. (only the capital value)

                        To Share Forfeiture Account (capital collected on shares)

                        To Various Calls Account (capital unpaid amount on shares)

Illustration 4.14

ABC Ltd. invited applications for 1000 shares of Rs.10 each at a premium of Rs.2 per share on
1st January, 2002. The payments to be made as follows:

Rs.3 on application; Rs.5 on allotment (including premium); Rs.4 on 1st call

The issue was fully subscribed. The amounts due were collected with the exception of Mr. A,
who is allotted 300 shares and failed to pay for the first call. These shares have been forfeited.
Pass necessary Journal Entries.

Journal Entries
Dr. Cr
                                  Dr 3,000  

ication Account 3,000

n 1000 shares @Rs.2 per

   

count                     Dr 3,000  

3,000

redited to capital account)  

   

unt                       Dr. 5,000  

 COMPANY ACCOUNTS Page | 24

Account   3,000

mium Account   2,000

amount and Share premium 

accounts)

   

                                 Dr. 5,000  

ent   5,000

ey collected, with the

es)

   

nt                           Dr. 4,000  

4,000

nt @Rs.5 per share credited to

   

2,800  

1,200  

  4,000

nt received)  

   

nt                           Dr. 3,000  

eiture Account   1,800

ears Account 1,200

have been forfeited)

Notice here that the calls in arrears account contains only unpaid capital. No unpaid premium.. Therefore
there is no need of debiting the Premium Account. You can close the unsettled account by just reversing
the Capital Account alone.
 COMPANY ACCOUNTS Page | 25

iii. Forfeiture of shares issued at discount

When shares issued at discount are forfeited, the discount account must be reversed
irrespective of the point at which default occurs. This is because the capital account
itself includes discount in it.
 
            Share Capital Account Dr. (the value of shares)
                        To Discount (amount of discount allowed on shares)
                        To Various Calls (amount unpaid on calls)
 
Illustration 4.15
ABC Ltd. invited applications for 1000 shares of Rs.10 each at a discount of Re.1 per
share on 1st January, 2002. The payments to be made as follows:
 
Rs.3 on application; Rs.2 on allotment; Rs.4 on 1st call
 
The issue have been fully subscribed. The amounts due were collected with the
exception of Mr. A, who is allotted 300 shares and failed to pay the allotment and first
call. These shares have been forfeited. Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
3,000  
                           Dr 3,000
plication Account
on 1000 shares @Rs.3 per

   
ccount                    Dr 3,000  
al   3,000
credited to capital account)    

   
count                       Dr 2,000  
                               1,000  
  3,000
al Account
nt and  discount account
ks)
   
                                1,400  
  1,400
ment
oney collected, with the
ares)
 COMPANY ACCOUNTS Page | 26

   
unt                          4,000  
  4,000
al
unt @Rs.5 per share

   
                                2,800  
  2,800
all    
unt received)
   
unt                         Dr.    
rfeiture Account 3,000  
otment Account   900
t Call Account 600
Account 1,200
t have been forfeited) 300
 
 
Allotment on Pro-rata basis
Pro rate allotment means proportionate allotment. When there is over subscription of
applications, the company has the option to either reject the excess applications or to
issue lesser number of shares on the applications adjusting the excess application
money in to the amounts due at subsequent stages. The second option is known as
pro-rata allotment.
 
Illustration 4.16
A limited Company invited applications for 1000 shares of Rs.10 each on 1st January,
2002. The payments to be made as follows:
Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call
 
Applications have been received for 1500 shares. Allotments were made as follows:
500 applications – 500 shares
1000 applications – 500 shares
 
The full amounts due were collected with the exception of Mr. A belonging to category
(a), who is allotted 300 shares and failed to pay the allotment and first call. His shares
have been forfeited.
 
Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
      4,500  
4,500
 COMPANY ACCOUNTS Page | 27

plication Account
500 applications @Rs.3

   
ccount                    Dr 4,500  
al 3,000
ment 1,500
credited to capital account
ount carried forward)

   
count                       Dr 3,000  
al Account   3,000
ted on allotment)    
   
600  
900  
                                1,500
   
ment
oney collected, with the
ares of category a.)

   
unt                         Dr. 4,000  
al    
unt @Rs.5 per share   4,000
   
   
                                2,800  
1,200  
                              4,000
all
unt received)
unt                         Dr.    
rfeiture Account 3,000  
Arrears Account   900
ault have been forfeited) 2,100
 
Note on J/E # 4
 
Category (b) need not pay any amount at this point because their excess application money which is
carried forward to allotment is sufficient. Category A, holding 500 shares should pay Rs.1500 (500 x 3) A
failed to pay his amount Rs.900 (300 x3) which means amount is collected only from 200 shares ie
Rs.600 (200 x3)
 
 COMPANY ACCOUNTS Page | 28

 
Illustration 4.17
A limited Company invited applications for 1000 shares of Rs.10 each on 1st January,
2002. The payments to be made as follows:
 
Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call
 
Applications have been received for 1500 shares. Allotments were made as follows:
 
            500 applications – 500 shares
            1000 applications – 500 shares
 
The full amounts due were collected with the exception of Mr. A belonging to category
(b), who is allotted 300 shares and failed to pay the first call. His shares have been
forfeited.
 
Pass necessary Journal Entries.
 
Journal Entries
s Dr. Cr
                                 4,500  
  4,500
plication Account    
500 applications @Rs.3

   
ccount                    Dr    
al 4,500  
ment   3,000
credited to capital account)   1,500
   
   
count                       Dr 3,000  
al Account   3,000
ted on allotment)    
   
   
1,500  
ment 1,500
oney collected, with the
ares of category a)

not pay at this point

ss application money is
 COMPANY ACCOUNTS Page | 29

   
unt Dr. 4,000  
al 4,000
unt @Rs.5 per share

   
2,800  
1,200  
all 4,000
unt received)  
   
unt           Dr. 3,000  
rfeiture Account   1,800
Arrears Account 1,200
lt have been forfeited)
Re-issue of Forfeited Shares
A company is allowed to reissue its forfeited shares. Reissue reinstates the capital that
was written down on forfeiture. The amounts already collected on such shares and kept
aside in the share forfeiture account, can be utilized for giving discount on reissue. The
balance in share forfeiture account, specifically pertaining to the shares reissued will be
transferred to Capital Reserve Account. If some of the forfeited shares are not reissued,
the corresponding portion of share forfeiture account should not be transferred to
Capital Reserve.
 
Illustration 4.18
ABC Ltd. invited applications for 1000 shares of Rs.10 each on 1st January, 2002. The
payments to be made as follows:
 
Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call
 

The issue have been fully subscribed. The amounts were collected for allotment and 1st
call with the exception of Mr. A, who is allotted 300 shares and failed to for the allotment
and first call. These shares have been forfeited, and reissued @ Rs.8 per share. Pass
necessary Journal Entries.
 

Journal Entries
s Dr. Cr
   
                                 3,000  
  3,000
pplication Account    
on 1000 shares @Rs.2 per    
 COMPANY ACCOUNTS Page | 30

   
ccount                    Dr 3,000  
tal   3,000
credited to capital account)    
   
count                       Dr. 3,000  
al Account   3,000
nt amount credited to    

   
2,100  
ount Dr. 900  
ment   3,000
oney collected, with the  
ares)
   
unt                          4,000  
  4,000
tal    
unt @Rs.5 per share

   
                                 2,800  
1,200  
ount                      Dr   4,000
all    
unt received)
   
unt                          Dr. 3000  
e Forfeiture Account   900
in Arrears   2,100
r non payment)    
   
                                 2,400  
600  
count                       Dr. 3000
Share Capital  
d shares)
   
count                     Dr. 300  
al Reserve 300
re forfeiture account
al Reserve.)
 
Illustration 4.19
 COMPANY ACCOUNTS Page | 31

ABC Ltd. invited applications for 1000 shares of Rs.10 each on 1st January, 2002. The
payments to be made as follows:
 
Rs.3 on application; Rs.3 on allotment; Rs.4 on 1st call
 
The issue was fully subscribed. The full amounts due were collected for allotment and
1st call with the exception of Mr. A, who is allotted 300 shares and failed to pay the
amounts due on allotment and first call. These shares have been forfeited. 200 of these
shares have been reissued @ Rs.8 per share. Pass the entries from forfeiture and
reissue of A’s shares.
 
Journal Entries
s Dr. Cr
   
unt            Dr. 3,000  
e Allotment Account   900
e 1st Call Account   1,200
e Forfeiture Account   900
r non payment)    
   
                                1,600  
400 2,000
count                      Dr.    
e Capital  
 
d shares have been

   
count                      Dr. 200  
Reserve 200
n of the share forfeiture
ng the reissued shares
al reserve)
 
Illustration 4.20
ABC Ltd. invited applications for 1000 shares of Rs.10 each at a premium of Rs.2 per
share on 1st January, 2002. The payments to be made as follows:
 
Rs.3 on application
Rs.5 on allotment (including premium)
Rs.4 on 1st call
The issue was fully subscribed. The full amounts due were collected with the exception
of Mr. A, who is allotted 300 shares and failed to pay for the allotment and first call.
These shares have been forfeited and reissued on three different dates as follows.
 
i)          100 of shares were reissued to Mr.C @ Rs.8 per share.
ii)         100 shares were reissued to Mr. D at par.
iii)        100 shares were reissued to Mr. E @ Rs.11 per share.
COMPANY ACCOUNTS Page | 32

Pass the Journal Entries for forfeiture, reissue and the disposal of the share forfeiture
account.
 
Journal Entries
Particulars Dr.
     
1. Share Capital Account           Dr. 3,000
  Securities Premium Account Dr 600
         To Share Allotment Account  
         To Share 1st Call Account  
         To Share Forfeiture Account  
 (Shares with default have been forfeited)  
     
2. Bank Account                        Dr. 800
  Share Forfeiture Account      Dr. 200
         To Share Capital  
 
(Part reissue of forfeited shares)
     
3. Share Forfeiture Account    Dr. 100
          To Share Capital  
(The surplus in forfeiture account representing  
reissued shares have been transferred to  
capital reserve)
 
     
4. Bank Account           Dr. 1,000
              To Share Capital  
(Part reissue of forfeited shares at par)
 
     
5. Share Forfeiture Account    Dr. 300
         To Capital Reserve  
(Unused share forfeiture amount on reissued  
shares transferred to capital reserve)  
   
     
6. Bank Account                    Dr. 1,100
           To Share Capital  
           To Securities Premium Account
(Forfeited shares reissued at premium)
     
7. Share Forfeiture Account       Dr. 300
           To Capital Reserve
(Unused forfeiture amount on reissued shares
COMPANY ACCOUNTS Page | 33

transferred to capital reserve)

 
 
Illustration 4.21
A limited company forfeited 300 shares of Rs.10 each, Mr. X who had applied for 500
shares on account of non payment of allotment money Rs.3 + 2 (premium) and first call
Rs.2. Only Rs.3 per share was received with application. Out of these 200 shares were
reissued to Mr. Y as fully paid shares for Rs.8 per share excluding premium.
 
A company forfeited 150 shares of Rs.10 each fully called up issued at 10% discount on
which Rs.3 per share was received with application. Amount required to be paid was
Rs,2 on allotment, Rs.2 on first call and Rs.2 on final call. Out of these 100 shares were
reissued to Mr.M as fully paid shares at Rs.8 per share. [CBSE 95]
Give Journal Entries relating to forfeiture and reissue.
 
Journal Entries
a.
Particulars Dr. Cr
1. Share Capital Account                          Dr. 2,400
  Securities Premium Account                 Dr. 600
                  To Share Allotment Account  
                  To Share 1st Call Account  
                  To Share Forfeiture Account  
   (Shares forfeited for non payment)  
 
   
  *assuming that the shares are allotted on pro-  
  rata basis on 500 applications  
    1,600
2. Bank Account                                        400
  Dr.  
  Share Forfeiture Account                     Dr.  
                  To Share Capital  
  (Reissue of forfeited shares) 600
3.  
  Share Forfeiture Account                   Dr.
              To Capital Reserve
(Excess of forfeiture amount, belonging to
forfeited shares transferred to capital reserve)
     
  
b.
Particulars Dr. Cr
1. Share Capital Account                          Dr. 1,500
                  To Share Forfeiture Account  
                  To Share Allotment Account  
                  To Share 1st Call Account  
                  To Share 2nd Call Account  
 
 COMPANY ACCOUNTS Page | 34

 
                  To Discount on Issue Account  
  (Shares forfeited for non payment)  
   
800
2. Bank Account                                       
100
  Dr.
100
  Discount on Issue                                 
 
  Dr.
 
  Share Forfeiture Account                      Dr.  
                  To Share Capital 200
3. (Reissue of forfeited shares)
   
  Share Forfeiture Account                   Dr.
                To Capital Reserve
  (Excess of forfeiture amount, belonging to
forfeited shares transferred to capital reserve)
Illustration 4.22
Journalise the following transactions in the books of Poonam Ltd.:
100 shares of Rs.100 each, issued at a discount of 10% were forfeited for the non
payment of allotment money of Rs.50 per share. The first and final call on these shares
at Rs.20 per share was not made. The forfeited shares were reissued for Rs.7,000 as
fully paid up.
50 shares of Rs.10 each issued at a premium of Rs.5 each payable with allotment were
forfeited for non payment of allotment money of Rs. 9 per share including premium. The
first and final call on these shares at Rs.3 was not made. The forfeited shares were
reissued at Rs.12 per share as fully paid up.
1000 shares of Rs.10 each issued at par were forfeited for the non payment of the final
call of Rs.2 per share. These shares were reissued @Rs.8 per share as fully paid up.
[Delhi 2002]
 
 
Journal Entries
s Dr. C
                 Dr. 8,000  
feiture Account   2,000
ment Account   5,000
n Issue Account   1,000
rfeited)    
   
   
                        
7,000  
               Dr 1,000  
               Dr. 2,000  
pital 10,000
fully paid)
 
 COMPANY ACCOUNTS Page | 35

Journal Entries
s Dr. C
                 Dr 350  
                Dr 250  
re Account   150
nt Account   450
ent)    
   
   
                      600  
  500
pital   100
s Premium  
premium)

               Dr.    
eserve 150  
150

 
 
 
Journal Entries
s Dr. C
   
               Dr. 10,000  
e Account   8,000
ll Account   2,000
ment)    
   
                 
8,000  
               Dr. 2,000  
  10,000

   
               Dr. 6,000  
rve 6,000

sferred)
 
Illustration 4.23
Journalise the following transactions in the books of Naveen Ltd.:
i. 500 shares of Rs.100 each, issued at a discount of 10% were forfeited for non
payment of allotment money of Rs.50 per share. The first and final call of Rs.10 per
 COMPANY ACCOUNTS Page | 36

share on these shares was not made. The forfeited shares were reissued at Rs.80
per share as fully paid up.
ii. 200 shares of Rs.10 each issued at a premium of Rs.5 per share payable with
allotment were forfeited for the non payment of allotment money of Rs.9 per share
including premium. The first and final call of Rs.3 per share was not made. The
forfeited shares were reissued at Rs.14 per share as fully paid up.
iii. 800 shares of Rs.10 each issued at par were forfeited for the non payment of the
final call of Rs.2 per share. These shares were reissued at Rs.8 per share as fully
paid up.
 

 
i)
Journal Entries
rs Dr. Cr
                  Dr. 45,000
nt Account  
sue Account  
re Account  
t)  
 
                     Dr.  
               Dr. 40,000
              Dr. 5,000
5,000
 
 
                Dr. 10,000
ve  
rfeiture account  

 
ii)
Journal Entries
s Dr. C
                Dr. 1,400
               Dr. 1,000
re Account  
nt Account  

 
                     2,800
 
 
m Account  
 COMPANY ACCOUNTS Page | 37

premium)
 
               Dr. 600
erve
sferred to capital

 
 COMPANY ACCOUNTS Page | 38

 
iii)
Journal Entries
s Dr. C
 
               Dr. 8,000
eiture Account  
al Call Account  
ment)  
 
                      6,400
1,600
               Dr.
pital

 
               Dr. 4,800

nsferred to capital

 
Illustration 4.24
On 1st January 2002 ABC Ltd. invited applications for 1000 shares of Rs.10 each, at a
discount of Re.1 per share. The payments to be made as follows:
 
Rs.3 on application; Rs.2 on allotment; Rs.4 on 1st and final call
 
Applications have bee received for 900 shares. The amounts due for allotment and 1st
call have been collected with the exception of 50 shares for allotment and first call.
These shares have bee forfeited and reissued at Rs. 10 per share.
Journal Entries
s Dr. C
 
                     2,700

n Account

shares)
 
                Dr 2,700

d to share capital)
 
                Dr. 1,800
                   Dr. 900
 COMPANY ACCOUNTS Page | 39

al
nt credited to

 
                    Dr. 1,700
t
ith the exception of

 
                 Dr. 3,600

 
                  Dr. 3,400

ed)

 
                Dr. 500

Account

ue Account

 
              500

 
             Dr 150

nsferred to capital

 
Note: Here shares are reissued at par. Therefore reinstating the discount account does
not make sense.
 
Illustration 4.25
On 1st January 2002 ABC Ltd. invited applications for 1000 shares of Rs. 10 each. The
payments to be made as follows:
Rs.3 on application; Rs.3 on allotment; Rs,4 on 1st and final call
 
Applications have been received for 2300 shares. Allotments have been made as
follows:
a.   500 applications – full allotment
COMPANY ACCOUNTS Page | 40

b. 1000 applications – 50% allotment

c.  800 applications – rejected
Amounts due on the shares have been received with the exception of 100 shares
belonging to category (a), for allotment and an additional 100 shares belonging to
category (b) for the 1st call. All the shares have been forfeited and reissued for Rs.1800.
 
Pass necessary journal entries.
 
                                               Journal Entries
  Particulars
1. Bank Account                                      Dr.
                 To Share Application Account
 
(Application fro 2300 shares received)
 
2. Share Application Account                  Dr
                To Share Capital
                To Share Allotment Account
                To Bank
 
(Share application money transferred to
respective accounts refund made on rejected
applications.)
3. Share Allotment Account                     Dr.
             To Share Capital
(Allotment money credited to capital)
 
4. Bank Account                                      Dr.
               To Share Allotment
(Allotment money collected with default on 100
shares)
 
5. Share 1st Call Account                        Dr.
              To Share Capital
(First call amount credited to share capital)
 
6. Bank Account                                      Dr.
                  To Share First Call
(First call amount received with default on 200
shares)
 
7. Share Capital Account                        Dr.
               To Share Allotment Account
               To Share 1st Call Account
               To Share forfeiture Account
 (Shares with default forfeited)
 
COMPANY ACCOUNTS Page | 41

8. Bank Account                                      
Dr.
Share Forfeiture Account                     Dr
                To Share Capital Account
(Forfeited shares reissued)
 
9. Share Forfeiture Account                   Dr.
              To Capital Reserve
(Surplus in the share forfeiture account
transferred)
 
Illustration 4.26
On 1st January 2002 ABC Ltd. invited applications for 1000 shares of Rs. 10 each at a
premium of Rs.2 per share. The payments to be made as follows:
Rs.3 on application
Rs.5 on allotment (including premium)
Rs.4 on 1st and final call
 
Applications have been received for 1800 shares. Allotments have been mad as follows:
 
            300 applications – rejected
            500 applications – full allotment
            1000 applications – 50% allotment
Excess application money was retained for future calls. The mounts due for allotment
and 1st call have been collected with the exception of 100 shares on which full allotment
was made and 100 shares on which part allotment was made.
 
100 shares (50 from each category) have been reissued @ Rs.8 per share as fully paid.
 
Pass necessary journal entries to record the above transactions.
 
Journal Entries
  Particulars
1. Bank Account                                   Dr.
                 To Share Application Account
 
(Application fro 2300 shares received
 
2. Share Application Account                Dr
                To Share Capital
                To Share Allotment Account
                To Bank
(Share application money transferred to
respective accounts refund made on rejected
applications.)
 
3. Share Allotment Account                     Dr.
COMPANY ACCOUNTS Page | 42

              To Share Capital

              To Share Premium
(Allotment money and premium credited)
 
4. Bank Account                                   Dr.
               To Share Allotment
(Allotment money collected with default on 200
shares)
5. Share 1st Call Account                       Dr.
              To Share Capital
(First call amount credited to share capital)
 
6. Bank Account                                      
Dr.
                  To Share First Call
 
(First call amount received with default on 200
shares)
 
7. Share Capital Account                         Dr.
Share Premium Account                      Dr.
               To Share Allotment Account
               To Share 1st Call Account
               To Share forfeiture Account
 (Shares with default forfeited)
 
8. Bank Account                                     Dr.
Share Forfeiture Account                  Dr
                To Share Capital Account
(Forfeited shares reissued)
 
 
9. Share Forfeiture Account                   Dr.
              To Capital Reserve
(Surplus in the share forfeiture account
transferred)
 
 
Disclosure of Share Capital In Company’s Balance Sheet
Share capital is the first item shown on the liabilities side of a company’s balance sheet.
Schedule VI, Part I of the Indian Companies Act is the detailed format of horizontal
balance sheet. This is discussed in the first chapter of Section II – Analysis of
Financial Statements.
 
For information only
COMPANY ACCOUNTS Page | 43

 
Buy Back of Shares
A company permitted to buy back its own shares for cancellation as per section 77A. Buy back can be
from:
a. from existing equity shareholders on a proportionate basis
b. open market
c. odd lot shareholders
d. employees of the company under ESOP scheme of sweat equity
 
The following procedures are to be observed in buy back of shares:
Buy-back should be authorized by the Articles of Association of the company
A special resolution should be passed in the general meeting of shareholders to initiate the buy-back
The buy back should not exceed 25% of the paid capital and free reserves in a financial year
The debt equity ratio should not be more that 2:1 after such buy-back
Only fully paid up shares can be bought back
Buy back should be completed with 12 months from the date of passing the special resolution
The company must file a solvency declaration with the Registrar and the SEBI in the form of affidavit
signed by two directors that the company is capable of meeting its liabilities and will not render insolvent
within one year from the date of declaration adopted by the Board. Sec.77 A (6)
 
Extinguishment of Certificates Sec.77 A (7)
A company that buys back its own shares should physically destroy the share certificates within seven of
completion of buy-back in the presence of merchant bankers or Registrar or Statutory Auditor.
 
No Further Issue Sec.77 A (8)
A company is not allowed to make fresh issue of shares within 24 months from the date of buy-back of its
own shares except for the following cases:
Prior commitment of conversion of Debentures or Preference shares into equity shares
Issue of Bonus Shares
Issue under ESOP or sweat equity shares
 
SEBI Guidelines
In addition to the above-mentioned conditions SEBI had issued certain guidelines regarding buy-back of
shares. Following are the important points:
Buy-back cannot be through negotiated deals or private arrangement. The company must make public
announcement regarding buy-back at least in one National English Daily, one Hindi Daily and one
Regional Language daily all with wide circulation where registered office of the company is situated
Public announcement should specify the following among other things:
Specific date of buy back date between 30 to 42 days
Company must file information to SEBI within seven working days from the date of public announcement
The offer for buy-back shall remain open to the members for a period of 15 to 30 days.
The company shall complete the verification of offers with 15 days from the date of closure and the
shares lodged shall be considered accepted for cancellation unless the rejection is made within days from
the date of closure.
 
Proportionate buy-back
In case the number of shares presented by shareholders is more than the number of securities to be
bought back, the buy-back from each member should be proportionately reduced. Suppose shareholders
present 200 shares where the company intends to buy only 100, only 50% of the shares submitted from
each member shall be accepted.
 
Escrow Account
The word escrow means a contract or bond deposited with a third person, who is to deliver it to the party
involved in a contract on fulfilment of certain conditions. In order to ensure that the company fulfils the
obligation under buy back it is required to open an escrow account with a merchant banker with an
COMPANY ACCOUNTS Page | 44

amount equivalent 25% of the total obligation under buy-back scheme, where the total is not more than
Rs.100 crores: and 10% of the obligations exceeding Rs.100 crores. This account can consist of (a) cash
deposit with commercial bank (b) bank guarantee (c) deposit of acceptable securities with adequate
margin against prince variance. This amount is kept as a guarantee, and after payment of all the amounts
due on buy-back scheme, it will be released to the company. In case of non-fulfilment of obligation under
buy-back, SEBI can forfeit the escrow account.
 
Preferential Allotment
Preferential allotment is the bulk allotment to an individual, venture capitalist or a company. Preferential
allotment is made to a pre-identified buyer at a predetermined price. SEBI prescribed that the price shall
be the average of highs and lows of the last 26 weeks preceding the date on which the directors have
resolved to make such preferential allotment. Preferential allotment is made to individuals or institutions
wish to make a strategic investment in the company. They may or may not be existing shareholders.
Preferential allotment can take place only if three-fourth of the existing shareholders approves such an
allotment. Shares issued on preferential allotment are not to be sold in the open market for a period of
three years. This period is known as lock in period.
 
Sweat Equity
Sweat equity are shares issued to employees or directors of a company at reduced rate. They are issued
for consideration other than cash for such as technical know how or intellectual property. Following are
the conditions to be fulfilled for the issue of sweat equity:
The company must have been in business for not less than 1 year.
Sweat equity shares should belong to a class of shares already issued.
Issue of sweat should be authorized by special resolution passed by shareholders.
SEBI regulations should be followed where the shares are listed in a stock exchange.
 

Rights Issue
When a company makes fresh issue of shares, the existing shareholders have the right to subscribe them
in the proportion in which they are holding shares. This condition is a safeguard that enables existing
shareholders to retain their control over the company. They have the option to accept the offer, reject the
offer or to sell their rights.

Chapter:2 Company Accounts - Debentures

COMPANY ACCOUNTS Page | 45

Meaning of debentures
Debentures are debt instruments issued by a joint stock company. Amounts collected by way of
debentures form part of the loan capital of a company. They are repayable after a fixed period.
Debentures are issued in units of small value for convenient buying and selling. Debenture
holders get interest on their debentures. They are creditors of the company. They do not get
dividend. Only shareholders get dividend.

According to S.2 (12) of the companies Act, 1956, debentures include “debenture stock, bonds
and any other securities of a company”. The basic difference between debentures and bonds is
that the debentures are usually secured. Unlike debentures bonds can be floated with a fixed
interest or floating interest rate. They can also be issued without interest as discount bonds.
Discount bonds are issued at a discount on the face value. The investor gets full amount on
redemption of debenture. From the point of view of investor, bonds are instruments carrying
higher risks and higher rates of returns compared to debentures.

The characteristics of debentures can be summarised as follows:

Debentures are debt instruments.

They generally carry fixed rate of interest.

They are normally repayable at the end of a fixed period. Repayment of debenture or
cancellation of debenture liability in the books of the company is known as redemption of
debentures.

They can be issued at par, premium or at discount depending on the reputation of the company.

They can either be placed privately or offered for public subscription.

They may or may not be listed in the stock exchange.

If offered for public subscription, they should be rated by a credit rating agency approved by
SEBI, prior to listing.

Interest is payable on debentures at a fixed rate irrespective of the profit earned by the
business.

Debentures may be issued with or without the security of assets of the company.

In the event of winding up of the company the debenture holders are treated as creditors and
given priority in repayment of their money.

Debenture holders normally do not have representation in the Board of the company.

 
COMPANY ACCOUNTS Page | 46

Distinction between Shares and Debentures

  Shares Debentures

1. Shares represent the ownership of the Debentures represent the loan of the company
company
   

 
  Debenture holders are paid interest at the fixed rate irrespec
Share holders are paid dividend only if the
2. company makes profit  

   
Interest on debenture is usually paid in six months

  Dividend is usually paid once a year  

3.    Interest on debenture is paid at a fixed rate

  There is no fixed rate of dividend on shares.  

   
Debenture holders are allowed to have their representatives
special circumstances
4. Directors are elected by shareholders and
thus the shareholders participate in the  
 
management through representatives
Debentures are repayable at the end of a fixed period and fa
 
  debentures on due date can cause disqualification of directo
5.
Shares are permanent (except redeemable  

  preference shares)
Debentures can be issued on the security of any specific as
  charge on all the assets of the company.
 

     

Secured debentures get priority over all the normal creditors

   
are listed with other creditors and settled prior to any payme
6. Shares are not issued on the security of any
asset of the company
 
 
 
 
 
 

 
In the event of winding up of the company,
7. share holders get their payment at the end,
only after all other claims are settled.
 

 
COMPANY ACCOUNTS Page | 47

8.

 
COMPANY ACCOUNTS Page | 48

Types of Debentures
 

Debentures are classified as follows:

1. On the Basis of Repayment

a. Redeemable Debentures
These debentures are paid off or redeemed after the prescribed period.

b. Irredeemable or Perpetual Debentures

These debentures are permanent debentures of a company. They are paid back only in the
event of winding up of a company.

2. On the Basis of Transferability

a. Registered Debentures
These are debentures for which the company maintains record of debenture holders.
Therefore when such debentures are sold or transferred it should be intimated to the
company for making change in the register of debenture holders.

b. Bearer Debentures
These debentures are transferable by mere delivery. There is no need or registration of
transfer with the company.

3. On the Basis of Security

a. Simple or Naked Debentures
These are debentures not secured by any asset of the company. If the company goes into
liquidation these debentures are treated as unsecured creditors.

b. Mortgage Debentures
Mortgage debentures are issued on the security of certain assets of the company. They can
be secured by fixed assets or floating assets of the company. If the debentures are secured
by a fixed charge on assets, the company cannot sell or exchange the assets without paying
COMPANY ACCOUNTS Page | 49

off the debentures. However in case of floating charge, the company can buy or sell the
assets involved until the winding up procedures are initiated or the debenture holders
exercise their right to ‘crystallise’ the claim.
COMPANY ACCOUNTS Page | 50

4. On the basis of Conversion

a. Convertible Debentures

These debentures are issued with an option to debenture holders to convert them into
shares after a fixed period. Convertible debentures are either partially convertible
debentures or fully convertible debentures. In case of partially convertible debentures
part of the instrument is redeemed and part of it is converted into shares.

In case of fully convertible debentures the full value of the debenture is converted into equity.
Convertible debentures are generally issued to prevent sudden outflow of the capital at the
time of maturity of the instrument, which may cause liquidity problems. The conversion
ratio, which is the number of equity shares exchanged per unit of the convertible debenture
is clearly stated when the instrument is issued.

b. Non Convertible Debentures

These are debentures issued without conversion option. The total amount of the debenture
will be redeemed by the issuing company at the end of the specific period.

5. On the Basis of Pre-Mature Redemption Rights:

a. Debenture with “Call” option

A callable debenture is one in which the issuing company has the option of redeeming the
security before the specified redemption date at a pre-determined price.

b. Debenture with “Put” option

This is a debenture in which the holder has the option of getting it redeemed before maturity.

6. On the Basis of Coupon Rate (interest rate)

a. Fixed Rate Debentures

Most of the time debentures are issued with a prefixed rate interest. These debentures are
called fixed interest debentures

b. Floating rate Debentures

Floating rate as the names suggests keeps changing. It is usually linked with PLR (prime
lending rate). It may add a risk premium to PLR on debenture. Thus PLR + 50 “basis points”
and if the PLR is 11 percent, debenture interest rate will be 11.5 percent.
COMPANY ACCOUNTS Page | 51

c. Zero Coupon Bonds

These are debentures issued with no interest specified. They are issued at a substantial
discount to compensate the investors. These bonds are known as deep discount bonds.
The difference between the face value and the issue price is the total amount of interest for
the duration of the bond. From the account point of view this discount is recorded as
“Deferred Interest Expense Account” at the time of issue bonds and proportionate amounts
are written off each year over the life of the bond.

Issue of Debentures
 

Like shares debentures can also be issued at par, premium or discount. Collection of money
also can be made in instalments. Debentures can be issued for cash or consideration other than
cash.

Journal Entries for the issue of debentures are similar to that of shares. In comparison with
issue of shares, all temporary accounts for issue of debentures bear the prefix ‘debenture’
instead of share, such as debenture application, debenture allotment, debenture 1st call etc.
Share capital account on the credit side of the journal entry is replaced by Debenture Account
bearing a prefix indicating the rate of interest.

Journal Entries for the issue of Debentures

Journal entries for the issue of debentures will vary according to the conditions of issue and the
conditions of redemption. Debentures can be issued at par, premium or discount. Similarly the
debentures can be redeemed at par, premium or discount. Thus there can be nine different
combinations for the issue of debentures.

1. Debentures issued at par, to be redeemed at par

2. Debentures issued at par, to be redeemed at premium

3. Debentures issued at par, to be redeemed at discount

4. Debentures issued at premium, to be redeemed at par

5. Debentures issued at premium, to be redeemed at premium

6. Debentures issued at premium, to be redeemed at discount

 
 COMPANY ACCOUNTS Page | 52

7. Debentures issued at discount, to be redeemed at par

8. Debentures issued at discount, to be redeemed at premium

9. Debentures issued at discount, to be redeemed at discount

Furthermore, there are options for collecting the amount in lump sum or in instalments, like
shares. Even though the above combinations look like a deadly minefield for making journal
entries, you can safely work your way through if you remember the following simple facts:

Premium on Issue of debentures is an item of profit for the company, just like securities
premium you studied in the previous chapter.

Premium on Redemption of debentures is a loss for the company (gain for the debenture
holder, but we are writing the books of the company). Be careful not to get confused between
these two premiums.

Discount on Issue is a loss for the company, just as the discount you know in the previous
chapter.

Discount on Redemption is a gain for the company.

 

Issue of debentures under various conditions are given below. Very simple illustrations are
given with each case just to highlight the amounts taken into account in each case.

a. Issue of Debentures at Par

a1. Debentures Issued at Par which is Redeemable at Par (amount
collected in instalments)
Example: A limited company issued a debenture of Rs.100, to be paid as follows: Rs.20 on
application, Rs.30 on allotment, and Rs.50 on 1st call.

Amount Dr. Amount C

money  

20

ted)
 COMPANY ACCOUNTS Page | 53

ransferred to  

20

erred to

30

oney    

   

30  

30

all    

50  

50

st call Amount    

   

50  
 COMPANY ACCOUNTS Page | 54

) 50

a2. Debentures Issued at Par which is Redeemable at Par (amount

collected in lump sum at the time of issue)
Example: A limited company issued a debenture of Rs.100, to be paid in lump sum at the time
of application.

 
Amount Dr. Amount C

100

ount

bentures)

       Dr. 100

ed to

a3. Debentures issued at par redeemable at premium

This is the first time you come across the accounting effect of redemption of debentures.
Redemption is discussed in detail at a later section in this chapter. Right now we are
considering only issue of debenture. When company issues debentures they sometimes
promise to give more money at the time of redemption to make the issue attractive. This is
called premium on redemption. You studied premium on issue of shares earlier. That is good for
the company because the share applicants are paying more money to the company. But
premium here is a loss for the company because the company is paying more money to the
debenture holders. Now read my official version below:

The premium on redemption is a loss for the company. This loss should be accounted at the
time of issue. Thus there are two things happening when a premium on redemption is brought
into books. First, the company accepts a liability to be settled in future in form of premium. This
premium account should be credited because it is a liability, not because it is an income.
(Remember this is different from premium on issue which is credited in books because it is an
income). Secondly, as the company accepts a liability without a corresponding asset, it incurs a
 COMPANY ACCOUNTS Page | 55

loss. This loss is debited as ‘Loss on Issue’. (Is this explanation clear enough? See the example
below, then read the comment given in box)

Example: A limited company issued a debenture of Rs.100, to be redeemed after 3 years at a

premium of Rs.10. (ignore application account).

Journal entry

ars Amount Dr. Amount Cr.

100

10

mption

r, repayable at

Do you know exactly what happens when we create a liability in the books? A liability comes into books due to two
reasons:

1 -.By receiving an asset, with a commitment to give it back in future. For example loan taken from bank, Here you
get cash at bank (asset) which is coupled with a bank loan (liability). When you pay back the bank loan your asset
and liability are reduced.

2 .-By postponing the payment of an expense. For example, if you do not pay the telephone bill when it is due, your
cash will remain with you, but at the same time you also create a liability in your books in the form of outstanding
telephone charge which always holds a claim against your assets This is exactly what happens with premium on
redemption of debentures. This is a definite future payment which crops up the moment you issue debenture with this
commitment. Since it is to be paid in future it is a liability as well as a loss.

Now, let us consider another aspect. If it is a future liability, should we consider it a present loss? Yes we should;
because the principle of conservatism requires us to take into account all prospective losses when it comes to our
knowledge, but the gains to be taken only at the point they become gains. Secondly, this is a liability of the present
moment, only the payment part is set for future. Same way a debenture is scheduled to pay in future. But it is a
present liability, not a future liability.
 COMPANY ACCOUNTS Page | 56

 a4. Debentures issued at par, redeemable at discount

Discount on redemption of debenture is a GAIN. But the conservative principle of accounting

cautions against accounting the future gains before receiving it. In other words this is a discount
which will be realised when the company redeems the debenture after 5 or 10 years. This
should be accounted only when it is realised. Right now, for accounting purpose, assume that
there is no discount on redemption at all.

Example: A limited company issued a debenture of Rs.100, to be redeemed after 3 years at a

discount of Rs.10. (ignore application account).

In this example we collect debenture amount in lump sum. But when we collect amounts in
instalments all adjustments regarding premium, discounts etc. are generally treated with
allotment.

Journal entry
Amount Dr. Amount C

100

e at discount)

t? Sh..sh.....

b. Issue of Debentures at Premium

This is the type of premium you studied in issue of shares. This is a gain for the company. There
is no problem in understanding the accounting for this premium.

Premium on issue of debenture is a gain for the issuing company. Here the company collects
more than the face value of debenture. This amount will be credited to the Premium on Issue of
Debenture which is regarded as capital revenue.

There are three cases of issue at premium are discussed below. Debentures issued at premium
(1) redeemable at par (2) redeemable at premium and (3) redeemable at discount. Only the first
case is relevant in practical situations. Other two are only academic cases.
COMPANY ACCOUNTS Page | 57

b1. Debentures Issued at Premium, Redeemable at Par

This is the most reasonable case of issue at premium. Here the company issues debentures at
premium with the condition that they will repay only the actual value of debentures at the time of
redemption.

Journal Entry

Bank Account Dr. (the amount received including premium)

To Debenture Account (value of debenture)

To Premium on Issue (amount of premium)

(Debentures issued to be redeemed at par)

b2. Debentures Issued at Premium, Redeemable at Premium

This is a complicated arrangement. The company makes a gain while issuing the debenture at a
premium. At the same time it incurs a loss while agreeing to redeem the debenture at a
premium. Notice the journal entry with this example.

Example: A company issued debenture of Rs.100 at a premium of Rs.10 to be redeemed at a

premium of Rs.5.

Journal Entry:

Bank Account Dr.110 (actual amount received)

Loss on Issue  Dr. 5 (the amount of redemption premium)

To Debenture Account        100 (actual value of debenture)

To Premium on Issue            10 (amount of premium)

             To Premium on Redemption  5 (amount of premium on redemption)

(Debentures issue at premium to be redeemed at premium)

b3. Debentures Issued at Premium, Redeemable at Discount

When debentures issued at premium are redeemed at discount the company makes a double
gain. Premium on issue and discount on redemption are gains. However the gain on discount
on redemption will be recorded only at the time of redemption. It will be treated as if no discount
exists at the time of issue.

Therefore journal entry is:

Amount Dr. Amount Cr.

 COMPANY ACCOUNTS Page | 58

Actual amount received  

Value of Debenture

Amount of Premium

emium, to

c. Issue of Debentures at Discount

Discount on issue of debentures is a loss for the company. Unlike the discount on redemption of
debentures this discount has to be accounted right at the time of issue itself. Journal entries for
the various arrangements of issue of debentures at discount are as follows:

c1. Issue of Debentures at Discount, Redeemable at Par

This is the normal discount. The treatment is exactly like that of issue of shares. The company
receives less money on the shares. The loss is debited to discount account, and the debenture
is credited with the full value.

Amount Dr. Amount Cr.

Cash received  

Amount of Discount  

Full value of debenture

deemed at

c2. Issue of Debentures at Discount, Redeemable at Premium

This is something we call double trouble. Discount on issue of debentures and premium on
redemption of debenture are losses. This is like burning the candle on both sides. The company
loses at the time of issue because it gets less than the face value of debenture due to discount
on issue. It loses at the time of redemption because it pays more than the face value of
debenture due to premium of redemption.
 COMPANY ACCOUNTS Page | 59

Look at this simple example. A company issues debenture of Rs.100 at a discount of Rs.2, to be
redeemed at a premium of Rs.5

Amount Dr. Amount Cr.

eived) 98  

emium loss) 7  

of deb.) 100

t of premium to 5

c3. Issue of Debentures at Discount, Redeemable at Discount

In this case there are two discounts; discount on issue and discount on redemption. As we have
seen before discount on issue is a loss for the company and the discount on redemption a gain.
Discount on redemption is not shown in the journal entry at the time of issue. In other words we
must pass journal entry assuming that there is only one discount, which is discount on issue of
debentures.

Amount Dr. Amount Cr.

 amount received  

discount on issue  

Full value of debenture

epayable at

Now it is time for some simple illustrations highlighting the above points.

Now it is time for some simple illustrations highlighting the above points.
Illustration 5.01
A limited company issued 5% debentures of Rs.100 each for the total value of
 COMPANY ACCOUNTS Page | 60

Rs.500,000, at par repayable after 5 years at par. The payments for debentures are to
be made as Rs.25 on application, Rs.25 on allotment and Rs.50 on 1st call. The
company collected full amounts on all these debentures. Pass necessary journal
entries.
Journal Entries
 

Amount Dr. Amount C

125,000  
                     
125,000
Account
000

                 125,000  
 
unt 125,000
Debenture

125,000  
 
unt 125,000
enture

125,000  
125,000
Account
cted)
250,000  
250,000
unt

250,000  
                  250,000

ccount
ted)
 

 
Illustration 5.02
Pass journal entries for the issue of Debenture of Rs.100 under the following cases:
 

1. Debenture issued at Rs.100, redeemable after 5 years at Rs.100

2. Debenture issued at Rs.100, redeemable after 5 years at Rs.105
3. Debenture issued at Rs.100, redeemable after 5 years at Rs.98
4. Debenture issued at a premium of 10, repayable at par
5. Debenture issued at a premium of Rs.10, redeemable at a premium of Rs.5
6. Debenture issued at a premium of Rs.5, redeemable after 5 years at Rs.98
7. Debenture issued at Rs.98, redeemable at par
COMPANY ACCOUNTS Page | 61

8. Debenture issued at Rs.95, redeemable after 5 years at Rs.102

9. Debenture issued at Rs.95, redeemable after 5 years at a discount of Rs.2

Particulars Amount Dr.
1. Bank Account           Dr.
      To Debenture Account
(Debenture issued at par, and repayable at par)
2. Bank Account           Dr.
Loss on Issue            Dr.
       To Debenture Account
      To Premium on Redemption of Debenture
(Debenture issued at par, repayable at
premium)
3. Bank Account           Dr.
      To Debenture Account
(Debenture issued at par repayable at
discount)
* Discount on debenture not shown in the
Books
4. Bank Account           Dr.
      To Debenture Account
      To Premium on Issue
(Debenture issued at premium, repayable at
par)
5. Bank Account           Dr.
Loss on Issue            Dr.
      To Debenture Account
      To Premium on Issue Account
      To Premium on Redemption Account
(Debenture issued at premium, redeemable at
premium)
6. Bank Account           Dr.
      To Debenture Account
      To Premium on Issue
(Debenture issued at premium, redeemable at
discount)
7. Bank Account D       Dr.
Discount on Issue    Dr.
      To Debenture Account
(Debenture issued at discount, redeemable at pa
8. Bank Account           Dr.
Loss on Issue            Dr.
      To Debenture Account
      To Premium of Redemption
(Debenture issued at discount., redeemable at
premium)
 COMPANY ACCOUNTS Page | 62

9. Bank Account           Dr.

Discount on Issue Account Dr.
      To Debenture Account
(Debenture issued at discount, redeemable at
discount)
Disposal of Discount on Issue of Debentures
When debentures are issued at discount, the discount account becomes a fictitious
asset in the books of the company. Balance in this account will appear in all subsequent
balance sheets, under the heading ‘Miscellaneous Expenditure’. Discount on issue of
debentures is written off from the books in annual instalments, over the period for which
the debentures are held by the company. This ensures fair distribution of expenses and
prevents wide fluctuations in profits.
 

Ratio of Distribution
The general rule for distribution of discount on issue of debenture is determined on the
basis of the exact value of debentures held by the company. When the debentures are
redeemed in lump sum at the end of a certain number of years, discount can be equally
divided for those years, because the debenture balances remain same in all these
years. But if the debentures are redeemed in instalments, the debenture balances are
bound to change in each year. The debenture held for the year should be taken as
standard for distributing the discount.
 
 

Illustration 5.03
On Jan 1st 1998; ABC Ltd. issued 8% debentures of Rs.250,000 at a discount of 10%.
The debentures are to be paid off at the end of 5 years. Show discount on debenture
account for the period.
Debenture Discount Account
Date Particulars
1998 By P & L. A/c
Dec.31 By Balance c/d
   
1999  
Dec.31 By P&L A/c
  By Balance c/d
   
2000  
Dec.31 By P&L Account
By Balance b/d
   
2001  
Dec.31 By P&L Account
By Balance b/d
   
2002  
 COMPANY ACCOUNTS Page | 63

Dec.31 By P&L Account

   
 
 
Illustration 5.04
On Jan 1st 1998; ABC Ltd. issued 8% debentures of Rs.250,000 at a discount of 15%.
The debentures are to be paid off in 5 equal instalments starting from the end of 1st
year. Show discount on debenture account for the period.
 
Note: In the previous illustration debenture balances were the same for all the years
and therefore the discount was written off equally. Here the debenture balances will
change at the end of each year. We need to write off discount on the basis of debenture
held in each year as follows:
            Year    Value of Debenture
1998   250,000
1999   200,000
2000   150,000
2001   100,000
2002     50,000
 

The ratio of debenture is [Link] ie.[Link]

 
Debenture Discount Account
Date Particulars
998 By P & L. A/c
Dec.31 By Balance c/d
 
999 By P&L A/c
Dec.31 By Balance c/d
 
000 By P&L Account
Dec.31 By Balance b/d
 
001 By P&L Account
Dec.31 By Balance b/d
 
002 By P&L Account
Dec.31
 
 
 
Illustration 5.05
On Jan 1st 1998; ABC Ltd. issued 8% debentures of Rs.300,000 at a discount of 6%.
The debentures are to be paid off in three equal instalments starting from the end of 3rd
year. Show discount on debenture account for the period.
 COMPANY ACCOUNTS Page | 64

            Year    Value of Debenture

300,000
300,000
300,000   Rem: 100,000 paid at the end only
200,000
100,000
 

The ratio of debenture is [Link] ie.[Link]

 
Debenture Discount Account
Date Particulars
998  
ec.31 By P & L. A/c
By Balance c/d
 
999  
ec.31 By P&L A/c
By Balance c/d
 
000  
ec.31 By P&L Account
By Balance b/d
 
001  
ec.31 By P&L Account
By Balance b/d
 
002  
ec.31 By P&L Account
 
 
Illustration 5.06
A company issued debentures of Rs.30,000 at a discount of 10%, to be redeemed at
the end of 3 years in lump sum. Pass Journal Entries for the three years.
 
The discount on issue of debenture Rs.3000 is distributed equally for the three years,
because the debenture balances are same in all these three years.
 
 

  Particulars  
1st Year Bank Account                           Dr.  
begin. Discount on Issue of Deb.       Dr.
            To Debenture Account
(Debentures issued at discount)
1st year Profit and Loss Account            Dr.  
COMPANY ACCOUNTS Page | 65

End          To Discount on Issue of Deb.

(Discount on issue partly written off)
2nd Year Profit and Loss Account            Dr.  
End          To Discount on Issue of Deb.
(Discount on issue partly written off)
3rd Year Profit and Loss Account            Dr.  
End          To Discount on Issue of Deb.
(Discount on issue partly written off)
3rd Year Debenture Account                    Dr.  
End        To Bank
(Redemption of debentures by lump sum
payment)
 
Suppose the same debentures are redeemed by the company in three years, starting
right from the end of first year, we cannot simply divide the discount into three years
because the debenture balances are different. In the first year the company held
debentures of Rs.30,000. They paid Rs.10,000 at the end of first year which reduces
the debentures held in the second to Rs.20,000. At the end of second year another
payment of Rs.10,000 makes the debenture to 10,000 for the last year. Thus the ratio of
debentures held in the first, second and three years becomes 30,000:20,000:10,000
ie.[Link].
Now look at the journal entries for the above two cases.
 
 
When debentures are redeemed in three annual instalments
 

  Particulars  
1st Year Bank Account                           Dr.  
Begin. Discount on Issue of Deb.       Dr.
            To Debenture Account
(Debentures issued at discount)
1st year Debenture Account                    Dr.  
End        To Bank
(Redemption of debentures by lump sum
payment)
1st year Profit and Loss Account            Dr.  
End          To Discount on Issue of Deb.
(Discount on issue partly written off)
1st year Profit and Loss App.a/c        Dr.  
End        To Debenture Red. reserve
(Appropriation to compensate redemption of
debentures)
2nd Year Debenture Account                    Dr.  
End        To Bank
(Redemption of debentures by lump sum
payment)
2nd Year Profit and Loss Account            Dr.  
End          To Discount on Issue of Deb.
 COMPANY ACCOUNTS Page | 66

(Discount on issue partly written off)

2nd Year Profit and Loss App.a/c        Dr.  
End        To Debenture Red. reserve
(Appropriation to compensate redemption of
debentures)
3rd Year Debenture Account                    Dr.  
End        To Bank
(Redemption of debentures by lump sum
payment)
3rd Year Profit and Loss Account            Dr.  
End          To Discount on Issue of Deb.
(Discount on issue partly written off)
3rd Year Profit and Loss App.a/c        Dr.  
End        To Debenture Red. reserve
(Appropriation to compensate redemption of
debentures)
Issue of Debentures for Consideration other than Cash
Debentures can be issued for purchase of assets. Accounting treatment is essentially
the same. When cash is received the cash account is debited and the debenture
account credited. When any other asset is received in place of cash that asset account
is debited. When part payment for the asset is made in cash or any other adjustments
are done, it may be convenient to credit the account of the vendor while acquiring the
asset. The vendor’s account can be settled in due course according to the arrangement
agreed upon.
It is important to remember that the debentures can be issued at par, premium or
discount in this case also. If you understand the asset purchased is in fact CASH in a
different form, the journal entries will be very easy.
 
Illustration 5.07
Aravind Mills Limited acquired new machinery costing Rs.500,000 for which Rs.25,000
was paid in cash. The balance amount due to the seller was settled by issue of 8%
debentures. Pass journal entries assuming that:
a. the debentures have been issued at par and redeemable at par
b. the debentures have been issued at a discount of 5% and redeemable at par
c. the debentures have been issued at a premium of 25%
 

Journal Entries
Amount Dr. Amount C
500,000

or)
25,000

ase of

 
475,000
 COMPANY ACCOUNTS Page | 67

d by issue of

 
475,000
25,000

count to
or machinery

 
475,000

emium to
dor)
 
Note:
Case b.
The amount due to vendor = Rs.475,000
No of debentures to be issued = 475,000 / 95 = 5000
 
Case c.
The amount due to the vendor = Rs.475,000
No of debentures to be issued = 475000 / 125 = 3800
 
 
Issue of Debentures as Collateral Security
Collateral security is additional security, or an extra security to a loan. When the loan is
paid off, the debentures also will be cancelled. These debentures will not become an
actual liability, unless the company fails to pay the loan, and the creditor exercises his
option to recover the money from the debenture.
 
Journal Entries
 
First Method: Here the debenture is not recorded in the books as liability, because the
original loan is already appearing in the books as liability. There cannot be two liabilities
for one loan. A note will be given in the balance sheet stating that loan is secured by
debentures issued as collateral security as shown below:
 
Balance Sheet
Liabilities Amount Rs. Asset
Secured Loans:   Current Assets:
Bank Loan   Cash At Bank
-secured by12%  500,000
Debentures of Rs.550,000,
 COMPANY ACCOUNTS Page | 68

issued as collateral security

 
Second Method: Debenture is recorded in the books as brought in as liability by
creating a fictitious asset named ‘debenture suspense account’, by passing the
following journal entry.
Debenture Suspense Account   Dr.
             Debenture Account
 
Thus debenture will appear as a liability, and the debenture suspense account will
appear as an asset. These items will be shown in the balance sheet as follows:
 
Balance Sheet
Liabilities Amount Rs. Asse
Secured Loan:   Current Assets
Bank Loan 500,000 Cash at Bank
    Miscellaneous Expenditure
12% Debentures –issued 550,000 Debenture Suspense A/c
as collateral security
 
When the original loan is paid off, the debenture is simply cancelled by reversing the
above entry.
Interest on Debentures
Debenture interest is an expense for the company. The company pays interest at the prescribed
rate to debenture holders irrespective of the profit or loss made by the company. The interest
account is closed by debiting it in profit and loss account like every other expense. When
interest is due and paid the interest on debenture account is debited and bank account credited.

Notice the journal entries for the following simple illustration.

Illustration 5.08

ABC Company Ltd., had 6% debentures of Rs.100,000 on 1st January 2004 on which interest is
paid on 30 June and 31st December. Pass necessary journal entries for the payment of interest
for the year 2004. 10% tax is deducted at source (TDS) from interest and remitted immediately.
Books are closed on 31st December.

Amount Dr. Amount Cr.

ure a/c                  Dr. 3,000  

crued 2,700
 COMPANY ACCOUNTS Page | 69

e 300

ss TDS payable)

                             Dr. 2,700  

                              Dr. 300  

3,000

paid)

ure a/c                  Dr. 3,000  

Accrued 2,700

able 300

less TDS payable)

                             Dr. 2,700  

                              Dr. 300  

3,000

paid)

                              Dr. 6,000  

t on Debenture 6,000

ures transferred to P&L account)

(Please note: Interest accrued account is opened for conveniently adjusting TDS. Notice the
above entries closely. We want the interest to be 3000 each time, but to split the payment
between Interest and TDS. By opening accrued interest account we get these things quite clear
in the books)

Redemption of Debentures:
Meaning of Redemption
Redemption of debenture is the discharge of debenture liability. It can be done either by
repaying the money to debenture holders or converting the debenture into shares. The
conditions of redemption are clearly stated at the time of issue of debenture in the prospectus.
Debentures can be redeemed at par, premium or discount as per the terms of issue. The period
of maturity, redemption amount, yield on redemption etc. will be mentioned in the prospectus. In
case the non convertible debentures proposed to be rolled over (repayment extended for an
additional period), a compulsory option should be given to the debenture holders who wish to
withdraw from the debenture programme, as per the guidelines issued by SEBI.
 COMPANY ACCOUNTS Page | 70

Sources of Funds for Redemption of Debentures

Redemption of debentures is an important commitment to be fulfilled by a joint stock company.
Failure to redeem debentures will disqualify the directors of the company. Moreover, such a
default will invite strict penalties and loss of reputation. As the redemption of debentures drains
a large amount of resources, companies will make advance preparations to meet this need.

i.    Redemption of Debentures - from the proceeds of fresh issue of share capital
and debentures
Fresh issue of debentures does not actually reduce the liability of a company. It is as good as
the renewal of debentures. Issue of shares for redemption of debentures has the effect of
conversion of debentures into shares. Interest on debentures is an expense. Changing
debentures into shares will eliminate this burden. But there is no big advantage to existing
shareholders. The profit will appear bigger because there is no more interest expense in the
profit and loss account. But there will be more shareholders to claim dividend.

 Please study the following illustration:

 Illustration 5.09

On 1st January 2003, a limited company had 12% debentures of Rs.50,000 due for redemption
at a premium of 5%. The company issued equity shares of Rs.60,000 at par and redeemed the
debentures. Pass necessary journal entries.

Journal Entries
 

Amount Dr. Amount Cr.

60,000  

60,000

50,000  

2,500  

52,500

m to Debenture

Dr. 52,500  
 COMPANY ACCOUNTS Page | 71

52,500

demption of

According to AD 2007 revelation by CBSE, you have to study redemption out of capital only. But
the ii.                   Redemption of Debentures - out of accumulated profits
sample paper contains questions based on redemption reserves. A large portion from this
section is removed and kept aside. New revelations are likely to appear next year.

The best preparation a company can make for the redemption of its debentures is to set aside
enough profit for the redemption. Prior to the amendment in the companies Act in 2000 the
decision to set aside profit for redemption of debenture was left to the discretion of the directors
of the company. The Companies (Amendment) Act, 2000 has added three sections to the
existing Section 117 on debentures. This amendment came into force with effect from
December 13, 2000. According Section 117 C of the amendment, the companies have to create
‘adequate reserve’ for the redemption of debentures. The vague term ‘adequate reserve’
created confusion. The Department of Company Affairs issued a circular which clarified that the
adequacy of Debenture Redemption Reserve will be 50% of the debentures issued through
public issue. [ref. General Circular No.9/2002, Government of India, Ministry of Law, Justice & Company Affairs –
Department of Company Affairs, dated 18.4.2002]. SEBI also incorporated these clarifications in their
guidelines. There are certain exceptions to this general rule.

Effect of creating DRR: Debenture Redemption Reserve is set aside from the profit and loss
appropriation. This prevents the outflow of funds by way of dividends to equity shareholders.
Thus the aim of creating reserves is to retain funds for the redemption of debentures. By
retaining profits the company accumulates funds without putting pressure on the resources for
its routine activities. Even though the equity shareholders seem to sacrifice due to lesser
dividends, the market value of their shares will increase because of accumulated reserves in the
company. Once the debenture holders are paid off the shareholders will get better dividends.
They also get bonus shares by conversion of the reserves.

The following illustration shows how a company accumulates DRR without investing it in
securities:

Illustration 5.10

On 1st January, 2003, a limited company issued 200, 8% debentures of Rs.1,000 each to be
redeemed on 31st December 2004. The debentures have been fully subscribed and the full
 COMPANY ACCOUNTS Page | 72

amount was received with application. Debenture interests have been paid on 30th June and
31st December each year. The company created minimum reserve required by S.117 C of the
Companies Amendment Act, 2000. Pass journal entries for all transactions related to
debentures for two years, considering that the books are closed on 31st December.

Journal Entries
Amount Dr. Amount Cr.
200,000

pplication

money received)

ion account        Dr. 200,000

account

applicants)

account              Dr. 8,000

st half year)

account           Dr. 8,000

nd half year)

nt                        Dr. 16,000

benture

harged to P&L)

riation               Dr. 50,000

e Redemption Reserve

n Reserve created)

account              Dr. 8,000

 COMPANY ACCOUNTS Page | 73

st half year)

account           Dr. 8,000

nd half year)

nt                        Dr. 16,000

benture

harged to P&L)

riation               Dr. 50,000

e Redemption Reserve

n Reserve created)

t                         Dr. 200,000

ders

d for redemption)

                          Dr. 200,000

n Reserve            Dr. 100,000

ve

n reserve transferred to general

b. DRR with Investment in Securities (Deleted)

Methods of Redemption of Debentures

i) Redemption In lump-sum, at the end of stipulated period
Under this method the entire debentures are redeemed at the stipulated date stated in
the prospectus for the issue of debentures. The drawback of this method is that the
company has to arrange a large amount at the time of redemption. Usually companies
prepare well advance for the redemption of debentures.
 COMPANY ACCOUNTS Page | 74

ii) By Draw of Lots

Under this method the company does not redeem all the debentures at the same time.
Instead it will call back only a portion of its debentures in the market for redemption
each year. The company select the debentures of a predetermined value, by drawing lot
and they are redeemed that year. This method of redemption reduces the burden of
redemption. Planning is relatively easy and the impact of redemption on the finance of
the company is limited.
 
Illustration 5.11
On 31st December,  2001 ABC Ltd. had 12% debentures of Rs.150,000, 1/3rd of which
were selected by lot to be redeemed. Pass Journal Entries for the redemption.
 
Amount Dr. Amount Cr.
       Dr. 50,000  
50,000
raw of lots)
  Dr 50,000  
serve 50,000
reated to

 
Note: Debenture redemption reserve should be created even when the question is silent about
it.
 
iii) By Purchasing in the Open Market
Debentures can be redeemed by purchasing them from the open market. If a company
finds its debentures are available in the open market at cheap rate it will purchase those
debentures and cancel them.
 
 
Illustration 5.12
On 1st January 2003 a limited company purchased its 8% debentures of Rs.50,000 at
90% from the open market for cancellation. Pass necessary journal entries.
 
Journal Entries
 
Amount Dr. Amount Cr.
50,000  
45,000
5,000
market for

       Dr. 5,000  

5,000
capital reserve)
 COMPANY ACCOUNTS Page | 75

45,000  
Reserve a/c 45,000
ebentures)
 
iv) By Conversion into New Debentures or Shares.
Conversion of debentures into shares is another method of redemption. When
debentures are converted to shares, the company does not pay money to debenture
holders. Instead the company issues share certificates in place of debentures. It may
look good for the company because there is no need of cash payment. But the company
is selling its shares. Selling shares is actually selling part of the ownership. Debenture
holders become shareholders. Creditors become owners. It is better to pay off creditors
rather than selling them part of the company. But sometimes company agree to give
some shares to make the issue of debentures more attractive to buyers.
 
When the company converts debentures into shares it may issue shares at par premium
of discount. You know when the company issue shares at par it is selling shares at
exact face value of the shares. If the company coverts debentures of Rs.3000 in shares
issued at par means the company cancels debentures of Rs.3,000 and issues share of
the same value. Debentures become share capital of equal value. There is no problem
in understanding this. When they convert debentures at premium or discount you need
to look at it more closely.
 
When the company issues shares at a premium it is selling shares at a higher price than
the face value. Here the debenture holders get less in the form of shares than what they
were holding as debentures. Why would anyone accept such a deal? Shares might be
having more value in the market, or it is more attractive in the long run.
 
Now see this example:
 
Illustration 5.13
JJ ltd. had debentures of Rs.3,000. In redemption of these debentures the company
offered:
a. cash or
b. equity shares issued at a premium of 50%.
 
Half the debenture holders opted for cash and remaining half opted for shares. Pass
journal entries.
 
Here the company is ready to pay Rs.3000. But if the debenture holders like to buy
some shares, they can buy them at 50% premium, which means if they want a share of
Rs.10 they must pay Rs.15. I did not mention the value of one share simply because it
does not matter. There are four separate entries shown below to make it clear. Once
you understand the picture, you can pass compound entries for conversion.
 
Date Particulars Amount Dr.
Xxx 1. X% Debenture Account a/c                 Dr.
COMPANY ACCOUNTS Page | 76

      To Debenture holders a/c

 (Debentures transferred for conversion))
Xxx 2.  Debenture Holders a/c                 Dr.
      To Bank a/c
 (Debentures redeemed by cash payment)
Xxx 3 P&L Appropriation a/c
       DRR
(Appropriation of profit for the debentures
redeemed)
Xxx 3.  Debenture Holders a/c                 Dr.
      To Share capital
     To Securities premium
 (Debentures redeemed by conversion)
 
Carefully notice what happened above. The company gave two options. Either the
debenture holders can take full money and say good bye or they can take shares and
continue as owners. Now if they want shares, the company will not give shares of the
same value. The shares are priced 50% above face value.
 
Half the debenture holders took their money and left (second entry).There is another
entry regarding the reserve, which I ignore now to keep you focused on the concept of
conversion, which is the third entry.
 
The remaining half said, “Keep our money, and give us shares”. The company said fine,
but the shares are priced 50% above face value. If you have Rs.150 here, you will get
shares of Rs.100 only. Right? Yes. That’s the deal.
 
Illustration 5.14
On 31st December 2003, a limited company redeemed its 6% debentures of the total
value of Rs.100,000 by converting debentures of Rs.63,000 into equity shares of
Rs.100 each and paying cash for the balance.
Pass Journal Entries assuming that:
a. Equity shares have been issued at a premium of 25%
b. Equity shares have been issued at a discount of 10%
 
a. Equity shares issued at premium:
No of equity shares issued = 63,000 / 125 =504
 
Journal Entries
 
Date Particulars Amount Dr.
2003 6% Debenture Account a/c                 Dr.
Dec 31       To Debenture holders a/c
(Debentures transferred for redemption)
2003 6% Debenture holders a/c                 Dr.
Dec 31       To Bank a/c
COMPANY ACCOUNTS Page | 77

(Debentures redemption by payment)

2003 6% Debenture holders a/c                 Dr.
Dec 31       To Share capital
      To Securities Premium
(Debentures redemption by conversion))
2003 Profit and Loss Appropriation a/c       Dr
Dec.31      To Debenture Redemption Reserve
(Reserve created for the redemption by cash
payment)
 
b. Equity shares issued at Discount
 
No of equity shares issued = Rs.63,000 / 90 = 700
 
Date Particulars Amount Dr.
 
2003 6% Debenture Account a/c                 Dr.
Dec 31       To Debenture holders a/c
(Debentures transferred for redemption)
2003 6% Debenture holders a/c                 Dr.
Dec 31       To Bank a/c
(Debentures redemption by payment)
2003 6% Debenture holders a/c                 Dr.
Dec 31 Discount on issue of Shares              Dr
      To Share capital
(Debentures redemption by conversion)
2003 Profit and Loss Appropriation a/c       Dr
Dec.31      To Debenture Redemption Reserve
(Reserve created for the redemption by cash
payment)
 
Illustration 5.15
On 1st January, 2000 a company issued 500, 15% debentures of Rs.1000 each at
Rs.980. Holders of these debentures had an option to convert their debentures into 10%
preference shares of Rs.100 each at a premium of Rs,20 per share at any time within 2
years. On 31st December, 2000 a holder of 120 debentures notified his intention to
exercise his option. Pass necessary Journal entries. [CBSE 2002 compt.]
 

Date Particulars Amount Dr.

2000 Bank a/c                      
Jan 1 Dr.
Discount a/c                                        Dr.
      To 15% Debenture  a/c
(Issue of debentures at discount)
2000 15% Debenture a/c                             Dr.
Dec 31       To Debenture holders a/c
COMPANY ACCOUNTS Page | 78

(Debentures transferred for redemption)

2003 15% Debenture holders a/c                 Dr.
Dec 31       To 10% Preference share capital  Dr
      To Securities Premium
(Debentures redemption by conversion)