Professional Documents
Culture Documents
Module – 1
Θ Meaning
∆ A company is an association of individuals formed for the purpose of
some business for profit, with capital divisible into transferable
shares.
Θ Definition
∆ Companies act defines company as a company incorporated or
registered under the Companies Act, 2013 or under any other earlier
Companies Acts.
Characteristics of Company
Θ Company can sign the document using its common seal which acts
as its signature
∆ Statutory Company
• Company formed by as special act of parliament or any state legislature
(e.g. LIC, SBI, NAHAI)
∆ Registered Company
• Company incorporated under the companies act 2013 or under earlier
companies act
Kinds of Companies
∆ Private Company
• Private company is a company which by its article
• Can make no invitation to public for its shares or debentures
• Except in case of One Person Company, limits the number of its
members to two hundred
• Restricts the right to transfer its shares
• Has minimum paid up capital of Rs.1,00,000 or such higher paid
up capital as may be prescribed
Kinds of Companies
∆ Public Company
Meaning Minimum Capital : Rs. 100000Right to transfer Minimum Capital : Rs. 500000Subsidiary of a
the shares: Restricted Public Co. is deemed to be a public Co.
Small Company If Paid-up Share Capital does not exceed Rs. 50 Not Applicable
Lakhs and Turnover as per Last Audited
accounts does not exceed Rs. 2 Crore
Name of the Company “Private Limited” as Last Word “Public Limited” as Last Word
Issue of Securities By way of Right Issue or Bonus IssueThrough To Public through Prospectus (“Public Offer”)By
Private Placement way of Right Issue or Bonus IssueThrough
Private Placement
Public Offer to be in Not Applicable In case of public offer of securities, the securities
Dematerialised Form have to be in Dematerialised Form
Securities in Public Offer to be Not Applicable Securities offered in Public Offer, to be listed in
listed in Stock exchanges Recognised Stock Exchanges
Acceptance of Deposits Not allowed to accept deposit Allowed if Paid up share capital is Rs. 100 Crore
or more orTurnover of Rs. 500 Crore or more
Quorum of Meetings Two members personally present Five in case of Members upto 1000;Fifteen in
case of Members more than 1000, upto
5000;Thirty in case of Members exceed 5000.
No. of Directors and 2 (Two);Not required to appoint independent 3 (Three); andIn case of Listed Companies, at
Independent Directors director least One-Third as independent directors
Types of Companies
∆ Promotion
∆ Incorporation and
∆ Commencement of business
Formation of Company
Θ Promotion
Θ Commencement of Business
∆ Private Company
• Can commence the business immediately after receiving certificate of
incorporation
∆ Public Company
• Can commence the business only after obtaining the certificate of
commencement of business form the registrar
Prospectus
form the public or inviting offers form the public for subscription of
2. Issued Capital
3. Subscribed Capital
4. Called up Capital
5. Paid-up capital
6. Reserve Capital
Example
Θ Sunrise Company Ltd., has registered its capital as Rs. 40,00,000, divided
into 4,00,000 shares of Rs. 10 each.
Θ The company received all the amount except on 2,000 shares where call
money has not been received.
Divisions of Share Capital of Company
Θ Authorized Capital
Θ Issued Capital
∆ When the shares offered for public subscription are subscribed fully by
the public the issued capital and subscribed capital would be the same.
Θ Called-up Capital
∆ It is that part of subscribed capital with regard to which the calls have
been made
∆ The company may decide to call the entire amount or part of the face
value of the shares.
Divisions of Share Capital of Company
Θ Paid-up Capital
∆ When the share holders have paid all the call amount, the called-up
Θ Reserve Capital
Θ Shares refer to the units into which the total share capital of a
company is divided.
∆ Equity Shares
Preference Shares
as
Θ Equity Shares are those shares which are not preference shares
application money
money
Recent IPOs
Application for Shares
Θ On issue of shares its advertisement appear in newspaper
ROC
shares
Minimum Subscription
Θ ‘minimum subscription’ of capital cannot be less than 90% of the
Θ Calls play a vital role in making shares fully paid-up and for
realizing the full amount of shares from the shareholders.
Θ The amount on any call should not exceed 25% of the face value
of shares
Equity share capital account is debited with amount called up on forfeited shares
Share forfeited account is credited with amount paid
Allotment or call account is credited with amount not paid
In case, however, if the premium amount has not been received, either wholly or
partially, in respect of the shares forfeited, the Share Premium Account will also be
debited with the amount of premium not received along-with the Share Capital
Account at the time forfeiture.
Entry for Forfeiture of Shares Issued at
premium
Θ If amount of premium is received on forfeited shares
Equity Share Capital A/C Dr.
To Equity Share Allotment
To Equity Shares First Call A/C
To Equity Shares second Call A/C
To Shares forfeited A/C
ΘAfter reissue any balance left in the share forfeited account has to
be transferred to capital reserve account proportionate to the
extent of shares reissued
Θ Share premium amount can only be used for the following purposes
∆ For the issue of fully paid bonus shares to the members of the
company
∆ For writing off the preliminary expenses of the company
∆ For writing off the expenses of, or commission paid or discount
allowed on, any issue of shares or debentures of the company
∆ For providing premium payable on the redemption of any redeemable
preference shares or debentures of the company
Entries for Issue of Shares at Premium
Θ If application amount includes share premium
To Bank A/C
Issue of Shares for Consideration other than Cash
Θ In case shares are issued to some persons who sell some assets to
the company or to the promoters for their services
750
𝑉𝑎𝑙𝑢𝑒 𝑜𝑓 𝑜𝑛𝑒 𝑠h𝑎𝑟𝑒=
4
𝑉𝑎𝑙𝑢𝑒 𝑜𝑓 𝑜𝑛𝑒 𝑠h𝑎𝑟𝑒=187.50
Θ To overcome this risk company enters into contract with firms, banks,
insurance companies etc. called underwriters
ΘThose forms which bear the underwriters stamp are called marked
applications
Θ It is quite natural that underwriter himself may like apply for certain
number of shares in his own capacity
Θ Underwriter has no right to set off his firm underwriting against his
liability as an underwriter
∆ When the shares are redeemed out of the profit available for paying
dividend, an amount equal to nominal value of shares so redeemed
should be transferred from profit to Capital Redemption Reserve
account
Redemption of Preference Shares
Θ Redeemable preference shares can redeem subject to following
conditions
∆ The capital redemption reserve account may be applied by the
company, in paying up the unissued shares of the company to be
issued to the members of company as fully paid bonus shares
∆ The redemption of preference shares by a company shall not be
taken as reduction in authorized capital of the company
∆ If the new shares are issued for the purpose of redemption, it will
not be treated as increase of capital
Journal Entries for Redemption of
Preference Shares
Θ When fresh issue of shares are made
Bank A/c Dr.
To Share Capital A/c
To Share premium A/c (If issued at premium)