Syllabus topics (RTMNU)
- Floatation of Joint Stock Companies and their Capital Structure
- Types of Shares
- Methods of Issue of shares
- Accounting for Issue and Forfeiture of shares
- Reissue of forfeited shares
- Recording relevant entries in the Balance Sheet
Floatation of Joint Stock Companies and their Capital Structure
Floatation means starting (promoting and forming) a company and raising its first capital from the public. A joint stock company is formed under the Companies Act, 2013. It raises money mainly by issuing shares and debentures.
Capital structure means the mix of owners' funds (share capital, reserves) and borrowed funds (debentures, loans) used by a company.
Kinds of share capital (as shown in the balance sheet):
- Authorised capital – the maximum capital a company can issue, as stated in its Memorandum of Association.
- Issued capital – the part of authorised capital actually offered to the public.
- Subscribed capital – the part of issued capital actually taken up (applied for) by the public.
- Called-up capital – the part of subscribed capital the company has asked shareholders to pay.
- Paid-up capital – the part of called-up capital actually received. Paid-up = Called-up − Calls in arrears.
- Uncalled capital – the part not yet called. Reserve capital is uncalled capital that can be called only at winding up.
Types of Shares
Share: A share is the smallest unit into which the capital of a company is divided. Section 43 of the Companies Act, 2013 allows two kinds of share capital: equity and preference.
1. Equity shares – shares which are not preference shares. Holders are the real owners. They get dividend only after preference shareholders, and their rate of dividend is not fixed. They have voting rights. Equity shares may also be issued with differential rights (DVR) as to dividend or voting.
2. Preference shares – shares which carry two preferential rights: (a) dividend at a fixed rate before equity holders, and (b) return of capital first at the time of winding up. Types:
- Cumulative – unpaid dividend of one year is carried forward and paid later. Non-cumulative – unpaid dividend lapses.
- Participating – also share surplus profits with equity holders. Non-participating – only fixed dividend.
- Convertible – can be changed into equity shares. Non-convertible – cannot be changed.
- Redeemable – capital is returned after a fixed period. Under Section 55, a company cannot issue irredeemable preference shares; they must be redeemed within 20 years (longer only for infrastructure projects).
| Basis | Equity Shares | Preference Shares |
|---|---|---|
| Dividend | Not fixed; paid last | Fixed rate; paid first |
| Return of capital on winding up | Paid last | Paid before equity |
| Voting rights | Normal voting rights | Vote only on matters affecting them (or if dividend unpaid for 2 years) |
| Risk | High | Low |
| Redemption | Not redeemed during life of company | Redeemable (Sec. 55) |
Sweat equity shares (Section 54) are issued to directors or employees at a discount or for non-cash consideration, for their know-how or value addition.
Methods of Issue of Shares
- Public issue / prospectus – offer to the general public: IPO (first issue by an unlisted company) or FPO (further issue by a listed company). Governed by SEBI (ICDR) Regulations.
- Private placement (Section 42) – offer to a selected group of persons (not more than 200 in a financial year, excluding QIBs and employees under ESOP).
- Rights issue (Section 62(1)(a)) – new shares first offered to existing equity holders in proportion to their holding.
- Bonus issue (Section 63) – free fully paid shares given out of free reserves, securities premium or capital redemption reserve.
- ESOP – shares offered to employees under an Employee Stock Option Plan.
- Book building – price is discovered through bids within a price band (used in most IPOs, e.g. LIC IPO 2022).
Price of issue:
- At par – at face value (e.g. ₹10 share for ₹10).
- At premium – above face value. The extra amount goes to Securities Premium A/c (Section 52). It can be used only for: issuing fully paid bonus shares, writing off preliminary expenses, writing off share/debenture issue expenses or discount, premium payable on redemption of preference shares/debentures, and buy-back of shares.
- At discount – below face value. Section 53 prohibits this, except sweat equity shares.
Payment in instalments: Application money → Allotment money → Calls (first, second, final). SEBI requires application money of at least 25% of the issue price in a public issue. If minimum subscription of 90% of the issue is not received, the whole application money must be refunded.
Accounting for Issue of Shares
| Stage | Journal Entry |
|---|---|
| Application money received | Bank A/c Dr / To Share Application A/c |
| Transfer to capital | Share Application A/c Dr / To Share Capital A/c |
| Refund of rejected applications | Share Application A/c Dr / To Bank A/c |
| Allotment due | Share Allotment A/c Dr / To Share Capital A/c / To Securities Premium A/c (if premium) |
| Excess application money adjusted | Share Application A/c Dr / To Share Allotment A/c |
| Allotment received | Bank A/c Dr / To Share Allotment A/c |
| Call due | Share Call A/c Dr / To Share Capital A/c |
| Call received | Bank A/c Dr / To Share Call A/c |
Over-subscription: When applications are more than shares offered, the directors may (a) reject some applications and refund money, or (b) allot on a pro-rata basis and adjust excess application money towards allotment (and calls, if the articles allow). Calls in arrears = amount called but not paid. Calls in advance = amount paid before it is called; Table F allows interest up to 12% p.a. on calls in advance and 10% p.a. on calls in arrears.
Illustration 1 (Issue at premium): Vidarbha Textiles Ltd issued 10,000 equity shares of ₹10 each at a premium of ₹2 per share, payable: ₹3 on application, ₹5 on allotment (including premium ₹2) and ₹4 on first and final call. All shares were applied for, allotted and all money was received. Pass journal entries and show the balance sheet extract.
Solution: Journal of Vidarbha Textiles Ltd
| Date | Particulars | L.F. | Dr ₹ | Cr ₹ |
|---|---|---|---|---|
| 2024 Apr 1 | Bank A/c ... Dr | 30,000 | ||
| To Equity Share Application A/c | 30,000 | |||
| (Being application money received on 10,000 shares @ ₹3) | ||||
| Equity Share Application A/c ... Dr | 30,000 | |||
| To Equity Share Capital A/c | 30,000 | |||
| (Being application money transferred to share capital) | ||||
| Equity Share Allotment A/c ... Dr | 50,000 | |||
| To Equity Share Capital A/c | 30,000 | |||
| To Securities Premium A/c | 20,000 | |||
| (Being allotment money due @ ₹5 including premium ₹2) | ||||
| Bank A/c ... Dr | 50,000 | |||
| To Equity Share Allotment A/c | 50,000 | |||
| (Being allotment money received) | ||||
| Equity Share First & Final Call A/c ... Dr | 40,000 | |||
| To Equity Share Capital A/c | 40,000 | |||
| (Being first and final call due @ ₹4) | ||||
| Bank A/c ... Dr | 40,000 | |||
| To Equity Share First & Final Call A/c | 40,000 | |||
| (Being call money received) |
Balance Sheet (extract)
| Particulars | Note No. | ₹ |
|---|---|---|
| I. EQUITY AND LIABILITIES | ||
| (1) Shareholders' Funds | ||
| (a) Share Capital | 1 | 1,00,000 |
| (b) Reserves and Surplus (Securities Premium) | 2 | 20,000 |
| II. ASSETS | ||
| Current Assets: Cash and Cash Equivalents (Bank) | 1,20,000 |
| Note 1: Share Capital | ₹ |
|---|---|
| Authorised: 20,000 Equity Shares of ₹10 each (assumed) | 2,00,000 |
| Issued, Subscribed and Fully Paid-up: 10,000 Equity Shares of ₹10 each | 1,00,000 |
Note 2: Reserves and Surplus – Securities Premium ₹20,000. Check: Bank receipts = 30,000 + 50,000 + 40,000 = ₹1,20,000 = Capital ₹1,00,000 + Premium ₹20,000.
Forfeiture of Shares
Forfeiture means cancelling the shares of a shareholder who fails to pay allotment or call money, as per the Articles of Association (Table F gives at least 14 days' notice). The shareholder loses the shares and the money already paid.
Share Capital A/c Dr (called-up amount per share × shares)
To Unpaid Allotment / Calls A/c (amount not paid)
To Share Forfeiture A/c (amount already paid)
Shares issued at premium: if the premium has been received, Securities Premium A/c is NOT debited on forfeiture (it stays). If the premium has NOT been received, debit Securities Premium A/c also, because it was credited when allotment fell due.
Reissue of Forfeited Shares
Forfeited shares become the company's property and can be reissued at any price, but the discount on reissue cannot be more than the amount forfeited on those shares. The discount is debited to Share Forfeiture A/c. The balance left in Share Forfeiture A/c on reissued shares is a capital profit and is transferred to Capital Reserve A/c.
Illustration 2 (Forfeiture and reissue): Rohan held 200 equity shares of ₹10 each in Nagpur Agro Ltd (issued at par). He paid ₹2 on application and ₹5 on allotment but failed to pay the first and final call of ₹3. His shares were forfeited and later reissued to Seema as fully paid at ₹8 per share. Pass journal entries.
| Date | Particulars | L.F. | Dr ₹ | Cr ₹ |
|---|---|---|---|---|
| Equity Share Capital A/c ... Dr | 2,000 | |||
| To Equity Share First & Final Call A/c | 600 | |||
| To Share Forfeiture A/c | 1,400 | |||
| (Being 200 shares of Rohan forfeited for non-payment of final call @ ₹3) | ||||
| Bank A/c ... Dr | 1,600 | |||
| Share Forfeiture A/c ... Dr | 400 | |||
| To Equity Share Capital A/c | 2,000 | |||
| (Being 200 forfeited shares reissued as fully paid @ ₹8) | ||||
| Share Forfeiture A/c ... Dr | 1,000 | |||
| To Capital Reserve A/c | 1,000 | |||
| (Being profit on reissue transferred to capital reserve) |
Working note: Amount forfeited = 200 × ₹7 = ₹1,400. Discount on reissue = 200 × (₹10 − ₹8) = ₹400. Capital profit = ₹1,400 − ₹400 = ₹1,000, transferred to Capital Reserve.
Recording Relevant Entries in the Balance Sheet
- Share capital is shown under Equity and Liabilities → Shareholders' Funds → Share Capital, with details in a note: Authorised, Issued, Subscribed and fully paid, Subscribed but not fully paid.
- Calls in arrears are deducted from subscribed capital in the note.
- Share Forfeiture A/c (on shares not yet reissued) is added to share capital in the note as "Add: Forfeited Shares".
- Securities Premium and Capital Reserve appear under Reserves and Surplus.
- Calls in advance are shown under Current Liabilities → Other Current Liabilities (not part of share capital).
Likely exam questions
- (Long, 8/16 marks) What is forfeiture of shares? Explain the accounting treatment of forfeiture and reissue of forfeited shares when shares were originally issued at par and at premium.
- (Long, 8/16 marks) Sunrise Ltd issued 20,000 equity shares of ₹10 each at a premium of ₹2, payable ₹3 on application, ₹5 on allotment (including premium) and ₹4 on first and final call. All shares were subscribed. Amit, holding 500 shares, failed to pay the call; his shares were forfeited and reissued at ₹9 per share fully paid. Pass journal entries and show the share capital note in the balance sheet.
- (Short, 4 marks) Distinguish between equity shares and preference shares.
- (Short, 4 marks) Explain the methods of issue of shares.
- (Short, 4 marks) What is Securities Premium? State its uses under Section 52 of the Companies Act, 2013.