Unit 1 - Fundamental and Advance Aspect of Securities
Unit 1 - Fundamental and Advance Aspect of Securities
1 INTRODUCTION
Company form came into existence after industrial revolution due to limitations of
proprietorship and partnership firms in carrying out business on a large scale. In the
modern age capital is required for the business. So, company collects its own capital
from several persons. Joint stock company is an association of persons and has an
objective of carrying out some business for profit. Company has a separate legal
existence by law. Incorporation, management and winding up of company are governed
by the provisions of companies Act.
To raise capital, company issues prospectus as required by law and invites public to
purchase its shares. Those who purchase shares of company are called members or
shareholders of company. As long as the share(s) are held by this person, he is called
shareholder or co-owner of the company. For shareholders, who has purchased or is in
possession of the shares, indicate the proportion (ratio) of his ownership in the company.
A company may issue two types of shares : (1) Preference share and (2) Equity share.
(1) Preference Share : Preference share is one which gives preferential right to its
holder for receiving the dividend at a specified rate before any dividend paid to equity
share holder. When the company goes into liquidation the preference share holder has
the preferential right for repayment of capital before the equity shareholder.
(2) Equity Share or Ordinary Share : The shares, which are not preference shares,
are known as equity shares.
• Company gives a dividend on equity shares every year on the basis of current
year's profit, profit of the previous years, accumulated reserves, possibilities of
future profits and also management policy of the company.
• At the time of liquidation of company, from the balance funds equity
shareholders have right of repayment of capital only after returning preference
share capital.
• Equity share capital is known as principal share capital of the company.
According to current provisions of the companies act, the equity share should
have a minimum face value of Rs. 1. In the present scenario, most of the company
have face value of each share is Rs. 1 or Rs. 10 or Rs. 100.
are received for more number of shares than the issued shares, company can
allot shares only to the extent of share issued.
(iv) Called up Capital : Company can call up an amount equal to face value of
shares or lesser amount from the applicants to whom the share are allotted.
When company calls for lesser amount of the share, the balance amount can be
called in future from the shareholders. Such amount called up on shares is
known as called-up capital. For example, if company has called up 6 per share
on 7,00,000 share of 10 each, the called up capital will be 42,00,000.
(v) Uncalled Capital : It is a part of subscribed capital. A capital which is not yet
called from the shareholders by the board of directors of the company is called
uncalled capital. Uncalled capital is difference between subscribed capital and
called up capital. E.g. If the company has called for 6 per share on a share of
face value of 10 each than 4 per share is considered as uncalled capital.
(vi) Paid up Capital : The amount received by the company from shareholders out
of called up capital is known as paid up capital. If shareholder does not pay the
amount called for any reason, there will be difference between the called up
capital and paid up capital. For example, called up capital is 42,00,000 (7,00,000
share X 6 per share). If a shareholder holding 1000 shares could not pay first
called money of 2 per share, than paid up capital shall be 41,98,000 (Rs.
42,00,000 — 2000).
2.1 EXERCISE
Authorised capital of a limited company is divided into 2,50,000 equity shares of
10 each. Out of this, the company offerred 2,00,000 equity shares for public
subscription. Company received applications for 1,90,000 equity shares against the
public subscription. Company called up total 8 per share and all the called up
amounts were duly received. From the above information, show classification of
share capital.
Issued capital :
Subscribed capital :
3 EXAMPLES
3.1 ISSUE OF SHARES AT PAR
Que 1 Shailja company ltd. issued 2,40,000 equity shares of Rs. 10 each, on which
the amounts called up was as under :
On application Rs. 3 per share
On allotment Rs. 3 per share
On first call Rs. 2 per share
On final call Rs. 2 per share
Amounts called on allotment and calls were received in full on time. Applications
were received for all shares. Pass journal entries in the books of company.
Que 2 Dev company ltd. issued 24,000 equity shares of Rs. 100 each, on which the
amounts called up was as under :
On application Rs. 30 per share
On allotment Rs. 10 per share
On first call Rs. 30 per share
On final call Rs. 30 per share
Amounts called on allotment and calls were received in full on time. Applications
were received for all shares. Pass journal entries in the books of company.
Company received applications for 8500 equity shares. Excess applications received
were rejected and amount received with applications on this was refunded. Amount due
on allotment and final call were duly called up. All the amount due on all the shares
were duly received. Pass necessary journal entries in the books of company for above
transactions.
Que 4 Nisarg Pharma Ltd. of Gandhinagar issued 80,000 equity shares of Rs. 10 each
at a premium of Rs. 40 per share. The amount was called up as under :
Company received applications for 85,000 equity shares. Excess applications received
were rejected and amount received with applications on this was refunded.
Amount due on allotment and final call were duly called up. All the amount due on all
the shares were duly received.
Pass necessary journal entries in the books of company for above transactions.
On allotment Rs. 40
On call Rs. 30
Like share premium, debenture premium is also a capital profit and hence the same can
not be used for distribution of dividend but can be used for writing off capital expenses
or loss like discount on issue of debentures, premium on redemption of debentures,
preliminary expenses, goodwill, patent etc.
"Securities Premium Reserve A/c" is shown on the equity and liabilities side of the
balance sheet under the head "Reserve and Surplus".
Que 6 Gujarat Limited issued 5000; 10 % debentures of Rs. 200 each at premium of 20
%. On which the amount per debenture was called up as under :
Rs. 60 on application
Applications were received for a total of 8000 debentures, from these excess
applications were rejected and refunded the money received thereon. All the amounts
due on allotment and call were duly received. Pass journal entries in the books of the
company.
There is no restriction in the companies act as regards the maximum discount which
can be given on the issue of the debentures. If there is no restriction in the Articles of
Association of the company, debentures can be issued at a discount.
Que 7 Rajkot Oil Limited issued 8000 10 % debentures of Rs. 100 each at a price of
Rs. 90 per debenture. The amount per debenture was payable as under :
Rs. 20 on call
The company received application of 8000 debentures. The company received the full
money called on allotment. Except on 300 debentures, the company received full
amount 'due on call'. Pass necessary journal entries in the books of company.
5 CALLS IN ARREARS
When company makes call for allotment money or call money and if some shareholder
fails to pay such money on due date, such unpaid amount is transferred to "Calls-in-
arrears" account.
Que 8 Pranav Limited of Bhavnagar issued 18,00,000 equity shares of Rs. 10 each. The
company received applications for 20,00,000 shares. Shares were allotted at meeting of
board of directors.
Excess shares applications were rejected and the application money thereon was
refunded to the applicants. Amount on shares was called up as under :
Yogesh who was allotted 1600 shares, could not pay first and final call money. Where,
Nilam who was allotted 1400 shares could not pay final call money. Except this, all the
amounts due from all the shareholders were received on due dates. Yogesh and Nilam
paid calls-in-arrears amounts at a later date.
Pass necessary journal entries relating to above transactions in the books of the
company.
Que 9 Payal Limited of Vadodara issued 1,80,000 equity shares of Rs. 10 each. The
company received applications for 2,00,000 shares. Shares were allotted at meeting of
board of directors.
Excess shares applications were rejected and the application money thereon was
refunded to the applicants. Amount on shares was called up as under :
Kishan who was allotted 3200 shares, could not pay first and final call money. Where,
Krish who was allotted 700 shares could not pay final call money. Except this, all the
amounts due from all the shareholders were received on due dates. Kishan and Krish
paid calls-in-arrears amounts at a later date.
Pass necessary journal entries relating to above transactions in the books of the
company.
6 FORFEITED SHARES
Que 10 Naznin Textiles Limited issued 12,00,000 equity shares of Rs. 10 each. On
which amount was payable as under :
Company received application for 15,50,000 equity shares from public. Excess
applications were rejected and amount paid on application thereon was refunded.
Harun, who was allotted 8000 shares, had not paid allotment and final call amount.
Salim, who was allotted 2000 shares, had not paid amount on final call.
Company forfeited shares of Harun and Salim and all the forfeited shares were reissued
at Rs. 7.50 per share as fully paid up. All these shares were purchased by Shahrukh.
Pass necessary journal entries in the books of company to record above transactions .
If the subscribed and paid-up capital exceeds the authorised share capital as a result of
bonus issue, a resolution shall be passed by the company at its general body meeting
for increasing the authorised capital. A return of bonus issue along with a copy of
resolution authorising the issue of bonus shares is also required to be filed with the
Registrar of Companies.
Que 11 Jayanti Ltd. has an authorised capital of Rs. 8,00,000 in equity shares of Rs.
100 each of which 4,000 shares were issued to the public in 2010. It is decided on 1st
April, 2017 that 1,000 unissued shares are to be issued to the existing shareholders as
fully paid bonus shares and a part of the company's Reserve Fund amounting to Rs.
5,00,000 should be utilised in this connection. You are required to give journal entries,
recording the above transactions related to bonus issue.
Que 12 A limited company with a subscribed capital of Rs. 10,00,000 in equity shares
of Rs.10 each has resolved to utilis the balance of Securities Premium Account to issue
fully paid bonus shares in the ratio of one equity share for every five equity shares held.
Que 13 The Balance sheet of Mayank Ltd. As on 31st March, 2023 is as follows :
Notes to Account
1. Share Capital
The Company wanted to issue bonus shares to its shoulders at 1 Share for every two
shares held. Necessary resolutions were passed; requisite legal requirement to complied
with.
Issued and Paid-up Capital 20,000 Equity Shares of Rs. 10 each fully paid-up = Rs.
2,00,000
At the annual general meeting of the company, the following resolution were passed
(i) to issue 2 bonus shares for every five shares held as on date; and
(ii) to give existing shareholders the option to purchase three Rs. 10 Rights shares at
Rs. 14 per share for every five shares held before the issue of bonus shares.
All the shareholders took up the option of Rights shares and Bonus shares were duly
allotted.
Show appropriate journal entries to record the above transactions in the books of T Ltd.
Que 15 Fitness Ltd. is planning to raise funds by making rights issue of equity shares
to part finance its expansion. the existing equity share capital of the company is 40 lakhs
and the market value is 45 per share. The company offered to its shareholders the right
to buy 2 shares of 10 each at 12 per share for every 5 shares held.
You are required to calculate : (i) Theoretical market price per share after the rights
issue; (ii) The value of the rights
8 BUYBACK OF SHARES
Buy-back of shares means purchase of its own shares by a company. When shares are
bought back by a company, they have to be cancelled by the company. Thus, shares
buy-back results in decrease in share capital of the company. A company cannot buy its
own shares for the purpose of investment. A company having sufficient cash may decide
to buy-back its own shares. The following may be the objectives/advantages of Buy-
back of shares:
(b) to increase promoters holding as the shares which are bought back are
cancelled.
(c) to discourage others to make hostile bid to take over the company as the
buy-back will increase the promoters holding.
(d) to support the share price on the stock exchanges when the share price, in
the opinion of company management, is less than its worth, especially in the
depressed market.
(e) to pay surplus cash to shareholders when the company does not need it
for business.
The Companies Act, 2013 under Section 68 (1) permits companies to buy-back their
own shares and other specified securities out of:
(iii) the proceeds of the issue of any shares or other specified securities.
Note: No buy-back of any kind of shares or other specified securities shall be made out
of the proceeds of an earlier issue of the same kind of shares or same kind of other
specified securities. For example, if equity shares are to be bought-back, then,
preference shares may be used for the purpose.
(1) Section 68 (2) further states that no company shall purchase its own shares or other
specified securities unless—
(b) a special resolution has been passed in general meeting of the company
authorising the buy-back;
(c) the buy-back must be equal or less than twenty-five per cent of the total
paid-up capital and free reserves of the company:
(d) Further, the buy-back of shares in any financial year must not exceed 25%
of its total paid-up capital and free reserves.
(e) the ratio of the debt owed by the company (both secured and unsecured)
after such buy-back is not more than twice the total of its paid-up capital and its
free reserves.
(f) all the shares or other specified securities for buy-back are fully paid - up;
(3) Every buy-back shall be completed within twelve months from the date of passing
the special resolution, or the resolution passed by the board of directors.
Que 16 The Balance sheet of Kashish Ltd. As on 31st March, 2023 is as follows :
Notes to Account
1. Share Capital
The Company bought back 40 lakh equity shares of Rs. 10 each at Rs. 50 Per share.
The Payment for this was made out of bank balance. Pass necessary journal entries to
record these transactions.
Que 17 Delight Ltd. decided to buy back 60,000 of the equity shares of Rs. 10 each at
a premium of 25%. For this, it issues 50,000 7.5% Preference Shares of Rs. 100 each at
par. The company has Rs. 80,000 in General Reserve, Rs. 1,00,000 in Profit and Loss
Account (Cr.), Rs. 1,20,000 in Capital Reserve and Rs. 1,00,000 in security premium.
It decided to utilise profits and reserves also. Give Journal Entries assuming that the
transactions have been duly carried out.
Que 18 The Balance sheet of Kashish Ltd. As on 31st March, 2023 is as follows :
1. Share Capital
On 1st April, 2023 the company announced the buy back of its 25% equity shares
at Rs. 20 per share. For that purpose the company sold its entire investment at Rs.
12,00,000 and issued 8000 10% Preference shares of Rs. 100 each. The company
utilized 50% of General reserve, 100% of the profit and loss account and rest was taken
from the Security Premium Account.
Example scenario
Mr A holds 10,000 shares at ₹10 each. In the case of a share consolidation in the ratio
of 1:5, the 5 shares will be reduced to 1 share. The 10,000 shares will be reduced to
2000 shares. The number of shares reduces, but the overall value of the shares remains
the same.
Example scenario
When a stock with a face value of ₹10 undergoes a 2:1 stock split, the face value of the
stock reduces from ₹10 to ₹5. This results in doubling the number of shares owned, but
the total investment value remains constant at ₹10. Although the value per share
decreases after the split, the total investment value remains the same.