CS Executive Company Accounts Notes Final
CS Executive Company Accounts Notes Final
CS EXECUTIVE
COMPANY ACCOUNTS
-Theory Notes For June 2019 Exams
By
CA SHIVAM GUPTA
ACA,M.com
Contact number:
+91-9634064288
+91-8218368465
Email Id:
[email protected]
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
ACCOUNTING STANDARDS
Objectives of AS 1. To harmonise different accounting policies and used in a country.
Objectives and The following are the objectives of the Accounting Standards Board:
Functions of
Accounting (i) To conceive of and suggest areas in which Accounting Standards need to
Standard Board? be developed.
(iv) To review, at regular intervals, the Accounting Standards from the point
of view of acceptance or changed conditions, and, if necessary, revise the
same.
What is Accounting Policy are the specific accounting principles and the methods of
accounting policy? applying those principles adopted by an enterprise in the preparation and
List areas where presentation of financial statements.
different
Some of the areas in which specific accounting principles can be followed
accounting
policies are are:
Depreciation and Amortization (AS 6)
encountered/ Valuation of Inventory (AS 2)
used? When Valuation of Goodwill (AS 10)
accounting Valuation of Fixed Asset and Investments (AS 10 & 13)
policies can be Translation of Foreign currency items (AS 11)
changed as per as Treatment of expenditure during construction and recognition of
1? profit on long term contracts (AS 7)
What are the 1. Going Concern: The enterprise is normally viewed as a Going Concern, i.e
fundamental continuing in operation for the foreseeable future. It is assumed that
3. Accrual: Revenue and cost are accrued i.e recognized as they are earned
or incurred and recorded in the financial statements of the periods to which
they relate and not when money is received or paid.
The cost of purchase consists of purchase price, duties and taxes (other than
those subsequently recoverable from taxing authority) Freight inwards and
other expenditure directly attributable to the acquisition.
Materials held for use in the production of inventories are not written down below
cost if finished goods in which they will be incorporated are expected to be sold at or
above cost.
However, where there is a decline in the value of material and it is estimated that
cost of finished goods will exceed the NRV of finished goods, the materials are
written down to net realisable value i.e replacement cost of the material.
Which costs are to a. Abnormal cost of wasted material, labour or other production
be excluded from overheads;
the cost of b. Storage costs of inventory;
inventories? c. Administration overheads as they do not contribute to bring the
inventories to their present location and condition;
d. Selling and distribution overheads.
e. Interest and borrowing cost relating to inventories.
Standard cost method or retail method is also allowed for convenience if the
results approximate the actual costs. The retail method is often used in
retail trade for measuring inventories of large number of rapidly changing
items that have similar margins and for which it is impracticable to use
other costing methods.
Exclusions from (i) Forest, plantation and similar regenerative natural resources.
applicability of as (Industry Standards)
6? (ii) Wasting Assets including expenditure on the exploration for and
extraction of minerals, oils, natural gas, and similar non-
regenerative resources; (Industry Standards)
(iii) Expenditure on Research and Development; (AS 26)
(iv) Goodwill and other intangible assets; (AS 26)
(v) Live stock; (Industry Standards)
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
contracts as per 1. Fixed Price Contract: it is a construction contract in which the contractor
AS 7? agrees to a fixed contract price, or a fixed rate per unit of output, which
in some cases is subject to cost escalation clauses.
(i) The proportion that contract cost incurred for work performed
upto the reporting date bear to the estimated total contract costs;
(ii) Surveys of work performed;
(iii) Completion of a physical proportion of the contract work.
Progress payment and advances received from the customers may not
necessarily reflect the work performed.
b. Significant risk and rewards of the ownership has been transferred to the
buyer where the seller retains no effective control over the goods to a degree
usually associated with the ownership;
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
AND
c. No significant uncertainty exists regarding the amount of consideration
that will be delivered from the sale of goods.
Cost of fixed The cost of an item of fixed asset comprises of its purchase price, including
assets: import duties and other non refundable taxes or levies and any directly
attributable cost of bringing the asset to its working condition for its
intended use; any trade discounts and rebates are deducted in arriving at
the purchase price.
Investment & Investments are assets held by an enterprise for earning income by way of
types of dividend, interest and rentals, and for capital appreciation, or for other
investments as benefits to the investing enterprise. Assets held as “stock in trade” are not
per as 13: investments.
Investments are classified as long term and current investments.
Carrying Amount Current Investments: The carrying amount for current investment is the
of investments as lower of cost and fair value. In respect of investments for which active
per AS13? market exists, market value generally provides the best evidence of fair
value. Valuation of current investments on overall basis is not considered
appropriate. The most prudent and appropriate method is to carry
investments individually at lower of cost and fair value. However, for
convenience, enterprise may value investment category wise like equity
shares, preference shares, etc.
Long term investments: Long term investments are usually carried at cost.
However, where there is a decline, other than temporary, in the value of
long term investment, the carrying value is reduced to recognise the decline.
Indicator of value of an investment are obtained by reference to its market
value, expected cash flows from investments, etc. The carrying amount of
long term investments is determined on an individual investment basis.
(ii) Shareholders holding not less than 90% of the face value of the equity
shares of the transferor company (other than the equity shares already held
therein, immediately before the amalgamation, by the transferee company
or its subsidiaries or their nominees) become equity shareholders of the
transferee company by virtue of the amalgamation.
iv) The business of the transferor company is intended to be carried on, after
the amalgamation, by the transferee company.
Purchase method If any of the conditions of merger is not satisfied, then the amalgamation
(Dec 2014) (Dec shall be classified as purchase, therefore, the purchase method of
2013) accounting shall be followed in the books of Transferee Company.
As per the purchase method in the books of Transferee Company, assets
and liabilities shall be recorded at the value at which these assets and
liabilities are taken over by the Transferee Company from the
Transferor Company; Certainly assets do not include fictitious assets
and liabilities do not include internal liabilities like Reserve and Surplus
but includes liabilities outside the books of accounts i.e unrecorded
Liabilities.
If the Purchase consideration exceeds the net assets taken over, the
difference is debited to goodwill account. If the purchase consideration is
less than the net assets taken over, the difference is credited to capital
reserve.
3. The finance charge should be allocated to periods during the lease term so
as to produce a constant periodic rate of interest on the remaining balance of
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
the liability of each period.
4. Also a finance lease gives rise to a depreciation expense for the asset as
well as finance expense for each accounting period. If there is no reasonable
certainty that the lessee will obtain ownership by the end of the lease term,
the asset should be fully depreciated over the lease term or its useful life
whichever is shorter.
(a) Finance Leases: The lessor should recognise assets given under a finance
lease in its balance sheet as a receivable at an amount equal to the net
investment in the lease. The recognition of finance income should be based
on a pattern reflecting a constant periodic rate of return on the net
investment of the lessor outstanding in respect of the finance lease.
(b) Operating Leases: The lessor should present an asset given under
operating lease in its balance sheet under fixed assets. The lease income
from operating leases should be recognised in the statement of profit and
loss on a straight line basis over the lease term, unless another systematic
basis is more representative of the time pattern in which benefit derived
from the use of the leased asset is diminished. The depreciation on leased
assets should be on a basis consistent with the normal depreciation policy of
the lessor company.
Treatment of Events occurring after balance sheet date are those significant events, both
events occurring favorable or unfavorable, that occur between the balance sheet date and the
after balance date on which financial statements are approved by the Board of Directors
sheet date as per in case of a company, and by corresponding approving authority in case of
AS 4? any other entity.
Examples:
(a) Loss on a trade receivable account which is confirmed by
insolvency of a customer.
(b) Discovery of frauds and errors that show that the financial
statements were incorrect.
& Contingent The accounting treatment of a contingent loss is determined by the outcome
Gains as per AS of the contingency. If it is likely that a contingency will result in a loss to the
4? enterprise, then it is prudent to provide for that loss in the financial
statements.
The estimates of the outcome and of the financial effect of contingencies are
determined by the judgment of the management of the enterprise. This
judgment is based on consideration of information available up to the date
on which the financial statements are approved and will include a review of
events occurring after the balance sheet date, supplemented by experience
of similar transactions and, in some cases, reports from independent
experts.
Contingent gains are not recognized in the financial statements since their
recognition may result in the recognition of revenue which may never be
realized. However, when a realization of a gain is virtually certain, then
such a gain is not a contingency and accounting for the gain is appropriate.
Prior period items are income or expense which arise in the current period
as a result of error or omissions in the preparation of financial statements of
one or more prior periods.
The nature and amount of prior period items should be separately disclosed
in the statement of profit and loss in a manner that their impact on the
current profit or loss can be perceived.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
Recognition:
Borrowing cost that are directly attributable to the acquisition, construction
or production of a qualifying asset should be capitalized as a part of that
asset. Other borrowing costs should be recognised as an expense in the
period in which they are incurred.
Commencement of Capitalization:
The capitalization of borrowing costs as a part of cost of qualifying asset
should commence when all of the following conditions are satisfied:
a. Expenditure for the acquisition, construction or production of a
qualifying asset is being incurred;
b. Borrowing cost are being incurred; and
c. Activities that are necessary to prepare the asset for its intended use
or sale are in progress;
Earnings Per 1. A potential equity share is a financial instrument or other contract that
Share AS 20? entitles, or may entitle, its holder to equity shares.
2. An enterprise should present basic and diluted earnings per share on the
face of the statement of profit and loss for each class of equity shares that
has a different right to share in the net profit for the period. An enterprise
should present basic and diluted earnings per share with equal prominence
for all periods presented.
3. For the purpose of calculating basic earnings per share, the net profit or
loss for the period attributable to equity shareholders should be the net
profit or loss for the period after deducting preference dividends and any
attributable tax thereto for the period.
Reporting (JUNE name, about economic entities, that is intended to be useful in making
economic decisions and related choice among alternative course of action.
2014)
Financial reporting may be defined as communication of published
financial statement and related information from a business enterprise
to all users. It is the reporting of accounting information of an entity to a
user or group of users. It contains booth qualitative and quantitative
information.
The Financial report made to the management is generally known as
internal reporting, while financial reporting made to the shareholder
investors/management is known as external reporting.
The internal reporting is a part of management information system and
the uses MIS reporting for the purpose of analysis and as an aid in
decision making process. The management of a corporate is ultimately
responsible for the generation of accounting information. The
accountability of a company has two distinct aspects – legal and social.
Under legal requirements a company has to supply certain information
to the various users through annual reports and under the social
obligation, a company has to provide additional information to various
user groups.
What is Value A simplified financial statement that shows how much wealth has been
Added Statement? created by a company.
A value added statement calculates total output by adding sales, changes
in stock, and other incomes, then subtracting depreciation, interest,
taxation, dividends, and the amounts paid to suppliers and employees.
Such value added can be taken to represent in monetary terms the net
output of an enterprise. This is the difference between the total value of
its output and the value of the inputs of materials and services obtained
from other enterprises.
The value added is seen to be due to the combined efforts of capital,
management and employees, and the statement shows how the value
added has been distributed to each of these factors.
4. It also helps in devising the incentives schemes for the employees of the
company in a better way.
Limitations of There is a duality associated with the VAS in that it reports on the
Value Added calculation of value added and its application among the stakeholders in the
Statement company. Many inconsistencies are found in practice in both the calculation
and presentation of value added in the VAS. These inconsistencies make the
statement confusing, non-comparable and unverifiable. The main areas of
inconsistencies include, but are not limited to, the following:
1. The treatment of depreciation resulting in gross and net value added;
2. The treatment of taxes like pay-as-you-earn, fringe benefits and other
benefits in the employees’ share of value added;
3. The timing of recognition of value added - production or sales;
4. The treatment of taxes such as VAT /GST and deferred tax; and
5. The treatment of non-operating items.
What is meant by Economic value added (EVA) is a financial measure of what economists
Economic Value sometimes refer to as economic profit or economic rent. The difference
Added? between economic profit and accounting profit is essentially the cost of
Equity
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
How to Calculate Note that, as in the traditional computation of earnings, interest on debt
EVA? (DEC 2013) capital is subtracted from operating earnings (earnings before interest
and taxes (EBIT)) to obtain net income
Then, an opportunity cost on equity capital is subtracted to obtain EVA.
The opportunity cost on equity capital is computed as the equity or net
worth of the business times a rate of return that reflects the rate
required by investors in the business.
This required rate is in reality an opportunity cost measured by the rate
of return that could be obtained on equity funds if they were invested
elsewhere.
A positive EVA means the firm is generating a return to invested capital
that exceeds the direct (i.e. interest) and opportunity cost of that
invested capital; a negative EVA means that the firm did not generate a
sufficient return to cover the cost of its debt and equity capital.
The under given tables gives a view for how to calculate ‘Economic Value
Added (EVA):
Expressed as a formula:
EVA = “Net Operating Profit after Taxes” – (Equity Capital X % Cost of
Equity Capital).
Advantages of 1. In various cases, company pay bonuses to the employees on the basis of
EVA Analysis? EVA generated. Since a higher EVA implies higher bonuses to the
employees, it promotes the employees for working hard for generating
higher revenue.
2. Using EVA , company can evaluate the projects independently and hence
decide on whether to execute the project or not
3. It helps the company in monitoring the problem areas and hence taking
corrective action to resolve those problems.
4. Unlike accounting profit, such as EBIT, Net Income and EPS, EVA is
based on the idea that a business must cover both the operating costs as
well as the capital costs and hence it presents a better and true picture of
the company to the owners, creditors, employees, shareholders and all other
interested parties.
5. It also helps the owners of the company to identify the best person to run
the company effectively and efficiently.
What is Market 1. Market value added is the difference between the Company’s market and
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
Value Added? book value of shares. According to Stern Stewart, if the total market value of a
company is more than the amount of capital invested in it, the company
has managed to create shareholder value. If the market value is less than
capital invested, the company has destroyed shareholder value.
3. Book value of equity refers to all equity equivalent items like reserves,
retained earnings and provisions. In other words, in this context, all the
items that are not debt (interest bearing or noninterest bearing) are
classified as equity.
5. According to Stewart, Market value added tells us how much value the
company has added to, or subtracted from, its shareholders investment.
Successful companies add their MVA and thus increase the value of capital
invested in the company. Unsuccessful companies decrease the value of the
capital originally invested in the company.
Drawbacks:
2. There may be certain enterprises which are subject to any degree of price
regulation then it may not be possible for management to adjust output
prices to achieve a commercial return in response to upward movements in
input prices. Such a situation may result in SVA being reduced even though
there may have been no decrease in overall efficiency.
5. Again, the use of SVA is not a substitute for detailed analysis of business
drivers, rather it is an additional measurement tool with an economic
foundation
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
UNDERWRITING OF SECURITIES
Types of An underwriting agreement may be of any one of the following types:
underwriting? Complete Underwriting
If the whole of the issue of shares or debentures of a company is
underwritten, it is said to be complete underwriting.
Partial Underwriting
If only a part of the issue of shares or debentures of a company is
underwritten, it is said to be partial underwriting.
Firm Underwriting
It refers to a definite commitment by the underwriter or underwriters to
take up a specified number of shares or debentures of a company
irrespective of the number of shares or debentures subscribed for by the
public. In such a case, the underwriters are committed to take up the agreed
number of shares or debentures in addition to unsubscribed shares or
debentures, if any. Even if the issue is over-subscribed, the underwriters are
liable to take up the agreed number of shares of debentures.
Payment of Section 40 (6) of the Companies Act 2013, provides that a company may pay
underwriting commission to any person in connection with the subscription or
commission under procurement of subscription to its securities, whether absolute or
companies act conditional, subject to the following conditions which are prescribed under
2013 Companies (Prospectus and Allotment of Securities) Rules, 2014:
(a) the payment of such commission shall be authorized in the company’s
articles of association;
(b) the commission may be paid out of proceeds of the issue or the profit of
the company or both;
(c) the rate of commission paid or agreed to be paid shall not exceed, in case
of shares, five percent (5%) of the price at which the shares are issued or a
rate authorised by the articles, whichever is less, and in case of debentures,
shall not exceed two and a half per cent (2.5 %) of the price at which the
debentures are issued, or as specified in the company’s articles, whichever is
less;
(f) a copy of the contract for the payment of commission is delivered to the
Registrar at the time of delivery of the prospectus for registration.
‘What is Issue of The shares of many successful companies which offer attractive rates of
Shares at dividend on their existing capitals fetch a higher price than their face value
Premium and in the market. When shares are issued at a price higher than the face
where securities value,
premium can be they are said to be issued at a premium. Thus, the excess of issue price over
Utilized as per the face value is the amount of premium. For example, if a share of ` 10 is
companies act issued at Rs. 12, Rs. (12 – 10) = Rs. 2 is the premium.
(DEC 2013) The premium on issue of shares must not be treated as revenue profits. On
the contrary, it must be regarded as capital receipt. The Companies Act
requires that when a company issues shares at a premium whether for cash
or otherwise, a sum equal to the aggregate amount of the premium collected
on shares must be credited to a separate account called “Securities Premium
Account”. There are no restrictions in the Companies Act on the issue of
shares at a premium, but there are restrictions on its disposal.
Under Section 52(2) of the Companies Act 2013, the Securities Premium
Account may be applied by the company –
(a) towards the issue of unissued shares of the company to the members of
the company as fully paid bonus shares;
(b) in writing off the preliminary expenses of the company;
(c) in writing off the expenses of, or the commission paid or discount allowed
on, any issue of shares or debentures of the company;
(d) in providing for the premium payable on the redemption of any
redeemable preference shares or of any debentures of the company; or
(e) for the purchase of its own shares or other securities under section 68.
Transfer of profits In case of inadequacy or absence of profits in any financial year, any
to reserves for company proposes to declare dividend out of the accumulated profits earned
declaration of by it in previous years and transferred by the company to the reserves, such
dividend? declaration of dividend shall not be made except in accordance with the
Companies (Declaration and Payment of Dividend) Rules, 2014. In the event
of inadequacy or absence of profits in any year, a company may declare
dividend out of free reserves subject to the fulfillment of the following
conditions, namely: –
– The rate of dividend declared shall not exceed the average of the rates at
which dividend was declared by it in the three years immediately preceding
that year: Provided that this sub-rule shall not apply to a company, which
has not declared any dividend in each of the three preceding financial year.
– The total amount to be drawn from such accumulated profits shall not
exceed one-tenth of the sum of its paid-up share capital and free reserves as
appearing in the latest audited financial statement.
– The amount so drawn shall first be utilised to set off the losses incurred in
the financial year in which dividend is declared before any dividend in
respect of equity shares is declared.
– The balance of reserves after such withdrawal shall not fall below fifteen
per cent of its paid up share capital as appearing in the latest audited
financial statement.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
– No company shall declare dividend unless carried over previous losses and
depreciation not provided in previous year are set off against profit of the
company of the current year the loss or depreciation, whichever is less, in
previous years is set off against the profit of the company for the year for
which dividend is declared or paid.
Issue of Bonus (1) A company may issue fully paid-up bonus shares to its members, in any
Shares manner out of –
(Regulations) (i) its free reserves;
(ii) the securities premium account; or
(iii) the capital redemption reserve account.
However, no issue of bonus shares shall be made by capitalising reserves
created by the revaluation of assets.
(2) No company shall capitalise its profits or reserves for the purpose of
issuing fully paid-up bonus shares under (1) above, unless –
a) it is authorised by its articles;
f) The company which has once announced the decision of its Board
recommending a bonus issue, shall not subsequently withdraw the same.
[Rule 14 of Companies (Share Capital and Debentures) Rules, 2014]
(b) a special resolution has been passed at a general meeting of the company
authorizing the buy-back, but the same is not required when:
i) the buy-back is 10% or less of the total paid-up equity capital and free
reserves of the company; and
ii) such buy-back has been authorized by the Board by means of a resolution
passed at its meeting;
(c) the buy-back is twenty-five per cent or less of the aggregate of paid-up
capital and free reserves of the company. But in case of Equity Shares, the
same shall be taken as 25% of paid up equity capital only.
(d) Debt equity ratio should be 2:1, where: Debt is aggregate of secured and
unsecured debts owed by the after buy-back and Equity: is aggregate of the
paid-up capital and its free reserves:
(e) all the shares or other specified securities for buy-back are fully paid-up;
(f) If shares or securities are listed, buy back will be in accordance with the
regulations made by the Securities and Exchange Board in this behalf; and
(h) No offer of buy-back shall be made within a period of one year from the
date of the closure of the preceding offer of buy-back, if any.
Prohibition of buy No company shall directly or indirectly purchase its own shares or other
back in certain specified securities –
cases (section 70) a) through any subsidiary company including its own subsidiary companies;
b) through any investment company or group of investment companies; or
Provided that the buy-back is not prohibited, if the default is remedied and a
period of three years has lapsed after such default ceased to subsist
Manger: 5% of NP
Other directors
1% of NP if company has MD/WTD/Manager
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3% of NP if company has no MD/WTD/Manager
In all the above cases the approval of central government is required if the
company wants to
exceed the above limit.
EXPENSES
To be deducted u/s 198(4) To be deducted u/s 198(5)
Usual Working Expenses Income Tax & Surcharge
Actual Bad debts written off Loss on sale of undertaking (Capital
Losses)
Actual Repairs and Maintenance Any Compensation or damages
payable other than breach of contract
Depreciation u/s 123
Loss on sale of assets
Interest on Borrowings
Insurance Premium
Brought Forward Losses if any
Any compensation or damages for
Breach
Provided that the above limits shall be doubled if the resolution passed by
the shareholders is a special resolution.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
What are pre- Profit or Loss of a business for the period prior to the date the company
incorporation came into existence is referred to as Pre-incorporation Profits or Losses.
Profits and How
are they treated When a running business is acquired by the company, the profit or loss
in the books of the earned by the company till the date of incorporation has to be shown
company? (Dec separately, since it represents profits of capital in nature. To ascertain the
profits as on date of taking over, either a set of financial statements at the
2014) (DEC 2011) date of takeover is prepared or the financials are prepared at the end of
accounting period and then the profits are bifurcated into pre (capital) and
Post (revenue) Profits. Of the above two options, the latter is preferable and
convenient to practice.
Items Basis of Apportionment
Gross Profit/Loss Sales Ratio
Fixed Expenses (based on time which will be Time Ratio
incurred even if there is no Sale during the
year) Example – Salaries, Rent, Taxes,
Depreciation, Office expenses, etc
Variable Expenses (based on sales which will Sales Ratio
not be incurred if there is no Sale) Example –
Commission, Discount, Advertisement, Sales
promotion, Selling expenses, Sales, Audit Fees,
etc
Expenses related to Pre-incorporation period Pre Incorporation Period
alone – Partners remuneration, etc
Expenses related to Post Incorporation period Post Incorporation
alone – Examples – Director’s Fees, Debenture Period
Interest, Discount of issue of debentures,
Preliminary Expenses, etc
(ii) For NBFCs registered with the RBI under Section 45-IA of the RBI
(Amendment) Act, 1997, ‘the adequacy’ of DRR will be 25% of the value of
debentures issued through public issue as per present SEBI (Issue and
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Where the (i) in deposits with any scheduled bank, free from any charge or lien;
debenture
redemption (ii) in unencumbered securities of the Central Government or of any State
reserve can be Government;
invested (Modes (iii) in unencumbered securities mentioned in sub-clauses (a) to (d) and (ee)
of Investment) of section 20 of the Indian Trusts Act, 1882;
(v) the amount invested or deposited as above shall not be used for any
purpose other than for redemption of debentures maturing during the year
referred above:
Purchase of Own Under this method, a company may purchase its own debentures in the
Debentures in open market if it seems to be convenient and profitable to the company.
open market When the market price of the debentures goes down below par or
(JUNE 2011) debentures are quoted at a discount on the stock exchange, the company
usually takes the opportunity to buy the debentures in the open market
and to cancel them.
Own debentures may, also, be purchased by the company for its own
investment when it is desired to keep the debentures alive with a view to
issuing them in future.
The law does not prohibit a company from purchasing its own
debentures unless the terms of issue specify otherwise. In such a case,
the purchase of debentures can be made out of the amount realised on
sale of investments where sinking funds exists.
Where there is no sinking fund, the debentures can be purchased out of
the company’s cash balance.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
CORPORATE RESTRUCTURING
Why Corporate The various needs for undertaking a Corporate Restructuring exercise are
Restructuring is as follows:
done? (i) to focus on core strengths, operational synergy and efficient allocation of
managerial capabilities and infrastructure.
(iii) revival and rehabilitation of a sick unit by adjusting losses of the sick
unit with profits of a healthy company.
Statement of The officers and directors of a company under liquidation must, according to
affairs section 454 read with section 511A, make out and submit, within 21 days of
(Liquidation of the Tribunal order (or within such extended time, not exceeding three
company) months, as the liquidator or the Tribunal may allow), a statement showing
the following
(a) The assets of the company, stating separately the cash balance in hand
and at bank, if any, and the negotiable securities, if any, held by the
company;
(c) The names, residences and occupations of its creditors, stating separately
the amount of secured and unsecured debts and in the case of secured debts,
particulars of the securities given, whether by company or its officers, their
value and dates on which they were given;
(d) The debt due to the company and the names, residences and occupations
of the persons from whom the amount likely to be realised on account
thereof;
What are Under Section 530 of the Companies Act , the following creditors are treated
preferential as preferential creditors:
Creditors?
1. All revenues, taxes, cesses & rates payable to the government or local
authority will be treated as preferential creditors provided that it must
become due within 12 months before the date of winding up.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
2. 4 months salary & wages due to the employees of the company will be
treated as preferential provided that it must become due within 12 months
before the date of winding up. Maximum of ` 20000 will be treated as
preferential creditors.
The person who advances money for making the payment under (ii) & (iii)
mentioned above will be treated as preferential.
1. Any sum payable by the company under the Employees State Insurance
Act, 1948 will be treated as preferential provided that it must become due
within 12 months before the date of winding up.
3. Any sum payable by the company to its employees from a Provided Fund,
Pension Fund, Gratuity Fund or any other fund maintained foe the welfare
of the employees.
Order of payment The amount received from the assets not specifically pledged & the amounts
on Liquidation of contributed by the contributories must be distributed by the liquidator in
Companies the following order:
1. Expenses of winding up including the liquidators remuneration
2. Creditors secured by the floating charge on the assets of the company
3. Preferential creditors
4. Unsecured creditors
5. The surplus, if any, amongst the contributories (i.e. preference
shareholders & equity shareholders) according to their respective rights &
interests.
2. The powers of the board of directors will cease & will now vest the
liquidator.
5. Liquidator of the company will collect & realise its assets & distribute
the proceeds among right claimants as per the procedure of the law.
What is Cost of In actual practice, it rarely happens that the cost of acquisition of shares
Control in in the subsidiary company agrees exactly with intrinsic value of the
Consolidation of shares (i.e. the net assets of the subsidiary company) on the date of
acquisition.
Accounts? (June If the price paid by the holding company for the shares acquired in the
2014) subsidiary company is more than the intrinsic value of the shares
acquired, the difference should be treated as Cost of Control or Goodwill.
If on the other hand, the price paid by the holding company for the
shares acquired in the subsidiary company is less than the intrinsic
value of the shares acquired, the difference should be treated as capital
profits and credited to Capital Reserve.
It should be noted that while computing the intrinsic value of the shares
as on the date of acquisition of control, all profits and losses upto that
date, have to be taken into account. While preparing the consolidated
balance sheet, such Goodwill or Capital Reserve, whatever may be the
case, must be shown in the Balance Sheet.
What is Minority The claim of outside shareholders in the subsidiary company has to be
Interest assessed and shown as a liability in the consolidate balance sheet.
Minority interest consists only the face value of the shares held by them.
But it may so happen that the subsidiary company may have some
accumulated profits and reserves or accumulated losses. Besides, it may
have some profits or losses on account of revaluation of its assets on the
date of acquisition of shares by the holding company.
While calculating the amount of minority interest, all these items have
to be taken into account and proportionate share of all such profits and
reserves should be added to the amount of minority interest while
proportionate share of all such losses should be deducted from the
minority interest,
thus, Minority Interest = paid-up value of shares held by minority
shareholders + proportionate share of the company’s profits and reserves
+ proportionate shares of profits on revaluation of assets of the company
- proportionate share of company’s losses – proportionate share of loss
on revaluation of assets of the company.
The company’s profit and reserves or loss will include both pre-
acquisition and post-acquisition profits and reserves or losses.
But, if there are some preference shares of the subsidiary company held
by outsiders, the minority interest in respect of the preference share will
consist only of the face value of such shares and the dividend due on
such shares if there are profits.
Treatment of Pre Accumulated losses of the subsidiary company upto the date of
Acquisition acquisition of shares by the holding company are called pre-acquisition
Losses of losses.
Subsidiary Both the holding company and the minority shareholders must share
Company (Dec such losses in proportion to their respective holdings. The minority
shareholders’ share of such losses should be deducted from the amount of
2014)
Minority Interest.
But the holding company’s share of such losses should be treated as
capital loss and debited to Goodwill account. While preparing the
Consolidated Balance Sheet, this Goodwill Account should be shown as
an asset.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
Treatment of Pre Accumulated profits and reserves which appear in the balance sheet of
Acquisition the subsidiary company up to the date of acquisition of its shares by the
holding company are called pre-acquisition profits and reserves.
PROFITS of Both the holding company and the minority shareholders will have
Subsidiary
proportionate share in such profits and reserves.
Company
The share of the minority shareholders in such profit and reserves will
be added to the amount of minority interest. But the holding company’s
proportionate share in such profits and reserve should be treated as
capital profits and credited to Capital Reserve since the holding company
cannot earn any revenue profits from its subsidiary before the shares are
acquired in it.
While preparing the consolidated balance sheet, this Capital Reserve
should be shown on the liabilities side or if there is any Goodwill, it can
be shown as a deduction from the Goodwill in the assets side.
Profit on If there is any profit resulting from the revaluation of assets of the
Revaluation of subsidiary company whether before or after the date of acquisition of
Assets of shares by the holding company, the same must be shared both by the
Subsidiary holding company and the minority shareholders in proportion to their
respective holdings.
Company
The minority shareholders’ share ofsuch profit should be added to the
Minority interest. But the holding company’s share should be treated as
capital profits and dealt with like pre-requisitions profit and reserve.
Further, adjustment for depreciation on the increases or decreases in the
value of assets would be made in the profit and loss account of the
subsidiary.
For appreciation in the value of assets, depreciation charge would be
increased proportionately and the same would be deducted from the
revenue profits of the subsidiary company.
On the other hand, for revaluation loss due to decrease in the value of
assets, excess depreciation provision should be written back.
Loss on If there is any loss resulting from the revaluation of the assets of the
Revaluation of subsidiary company as on the date of acquisition of shares by the holding
Assets of company the same must be shared both by the holding company and the
Subsidiary minority shareholders in proportion to their respective holdings. The
Company minority shareholders’ share of such loss should be deducted from the
amount of Minority interest. But, the holding company’s share of such loss
should be treated as capital loss and dealt with like pre-acquisition losses.
But, if such loss occurs after the date of acquisition of shares by the holding
company the same should be treated as ordinary loss.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
VALUATION OF SHARES
Need for The necessity for valuation of shares arises inter alia in the following
Valuation of circumstances:
Shares (June (i) Assessments under the Wealth Tax Act.
2014)
(ii) Purchase of a block of shares which may or may not give the holder
thereof a controlling interest in the company.
(a) the technical feasibility of completing the intangible asset so that it will
be available for use or sale;
(b) its intention to complete the intangible asset and use or sell it;
(d) how the intangible asset will generate probable future economic benefits.
CS EXECUTIVE ACCOUNTS NOTES- BY CA SHIVAM GUPTA
Among other things, the enterpriseLesson 6 Valuation of Shares and should
demonstrate the existence of a market for the output of the intangible asset
or the intangible asset itself or, if it is to be used internally, the usefulness
of the intangible asset;
(b) the salaries, wages and other employment related costs of personnel
directly engaged in generating the asset;
(c) any expenditure that is directly attributable to generating the asset, such
as fees to register a legal right and the amortization of patents and licenses
that are used to generate the asset; and
(d) Overheads that are necessary to generate the asset and that can be
allocated on a reasonable and consistent basis to the asset (for example, an
allocation of the depreciation of fixed assets, insurance premium and rent).
Allocations of overheads are made on bases similar to those used in
allocating
Overheads to inventories. AS 16, Borrowing Costs, establishes criteria for
the recognition of interest as a component of the cost of a qualifying asset.
These criteria are also applied for the recognition of interest as a component
of the cost of an internally generated intangible asset.
Fair Value of The fair value of a share is the average of the value of shares obtained by
Shares the net assets method and the one obtained by yield method.
Under net assets method, the value of an equity share is arrived at by
valuing the assets of a company and deducting therefrom all the
liabilities and claims of preference shareholders and dividing the
resultant figure by the total number of equity shares with the same paid
up value.
Under yield method, the value of an equity share is arrived at by
comparing the expected rate of return with the normal rate of return. If
the expected rate of return is more than normal rate of return, the
market value of the share is increased proportionately.
The fair value of shares can be calculated by using the following formula:
Fair value of share = (Value by net asset method + Value by yield method)/2