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3 Sem Coporate Accounting B.com UocBcomStudyMaterial - Bot
3 Sem Coporate Accounting B.com UocBcomStudyMaterial - Bot
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Module I
Debenture
Debenture simply refers to instrument of acknowledgment of debt,
issued by a company under its common seal.
Redemption of Debentures
It means repayment of debentures to the debenture holders. It is the
discharging of liability on account of debentures.
Sources of redemption of debentures
Out of fresh issue of debentures
By utilisation of part of capital
Accumulated profits.
By conversion of shares into debentures
By sale of fixed assets
By purchase of own debentures
Methods of redemption of debentures:
1. Redemption by lump sum payment.
2. Redemption by annual instalment payment.
3. Redemption by sinking fund method.
4. Redemption by insurance policy method.
5. Redemption by purchase of own debentures in open market.
6. Redemption by conversion into new shares or debentures.
1. Redemption by lump sum payment.
Under this method, entire amount of debenture is redeemed at the
end of the specified period as per the terms of the issue.
2. Redemption by annual instalment payment.
When redemption of debentures is made by annual instalments,
then it is called redemption of debentures by annual instalment. This
method is also called lottery method.
3. Redemption by sinking fund method.
Under this method of redemption, every year a part of profit is set
aside and sinking fund is created. The sinking fund is created in
outside securities.
4. Redemption by insurance policy method.
Under insurance policy method, an insurance policy is purchased by
paying annual premium. Such policy will mature on the date when
the redemption become redeemable.
5. Redemption by purchase of own debentures in open market.
A company can buy its own debentures if it is authorised by its
articles. When a company purchases its own debentures, it will
constitute redemptions of debentures.
6. Redemption by conversion into new shares or debentures.
This is another method of redeeming debentures. Redemption by
conversion means redeeming the debentures by converting them
into new debentures or shares within a specified period at the option
of the debenture holders.
Sinking fund
A sinking fund is a fund containing money set aside or saved to pay
Off a debt or bond.
Divisible profit
It is a part of profit which is legally distributed as dividend to the
Shareholders.
Debenture Redemption Reserve (DRR)
If the company is unable to redeem its debentures by issuing new
shares to raise necessary funds, the company should create DRR
accounts for redeeming the debentures.
Ex-interest quotation
If the purchase price excludes the interest for the expired period, it is
called ex-interest price or quotation.
Cum-interest quotation
If the purchase price includes the interest for the period from the
previous date of interest to the date of purchase, it is called cum-
interest price or quotation.
Preference shares
Preference shares are those shares which carry preferential right
with respect to payment of dividend and repayment of capital.
Redemption of preference shares
It means repayment of preference shares to preference
shareholders.
Provision/ Conditions for redeeming preference shares
The redeemable preference share must be fully paid up.
There must be a provision in the article regarding redemption.
Amount of capital reserve cannot be used for redemption.
Proceeds from fresh issue of debentures cannot used for
redemption.
Notice of redemption sent to the registrar within 30 days from
date of redemption.
Methods or Sources of redemption of preference shares
1. Redemption out of fresh issue.
2. Redemption out of profit.
3. Redemption out of fresh issue of shares and profit.
1. Redemption out of fresh issue
A company issue new shares and the proceeds from such issues are
used for redemption of preference shares.
2. Redemption out of profit
Redeemable preference shares can be redeemed out of profits,
which is divisible profits. Divisible profit means profit available for
dividend.
3. Redemption out of fresh issue of shares and profit.
This is the most practical method of redemption. Under this method
a company can redeem the preference shares partly from the fresh
issue of shares and partly out of revenue profit.
Capital Redemption Reserve (CRR)
It is a type of reserve maintained by a company limited by shares and
this reserve deals with shares which are redeemable.
Bonus shares
Bonus shares are those shares which are issued by a company free of
cost to the existing shareholders of a company.
Advantages of Bonus shares
To the shareholders
1. Shareholders get additional shares for free
2. Not required to pay income tax on bonus shares
3. Shareholders will get increased dividend in future
4. When market price of shares increase shareholders earn profit.
To the company
1. It does not affect working capital of the company.
2. The cost of issue of bonus shares are less.
3. It increases goodwill of the company.
4. No tax payment related to bonus shares.
Disadvantages of Bonus shares
To the share holders
1. It encourages speculation.
2. Market value of shares sometimes fall
3. Sometimes dividend per shares reduced.
4. EPS will fall.
To the company
1. It encourages undesirable speculation.
2. It reduces accumulated profits earned in past years.
3. Company's reputation may suffer.
4. Some expenses like stamp duty, printing etc. will incurred.
SEBI guidelines for issue of bonus shares
Reserves created by revaluation of fixed assets are not capitalized
Company has not defaulted in payment of interest or principle of
fixed deposits.
Approval of board of directors is must.
The bonus shares shall not be issued in lieu of dividend.
Once bonus issue announced, it cannot be withdrawn.
Circumstances of issue of bonus shares
1. Accumulated large reserve
2. Company not in a position to give cash bonus
3. When value of fixed asset exceeds the amount of capital
4. Big difference between market and paid up value of shares
5. Avoid the problem of demanding more wages by employees
Conditions for issue of bonus shares
It should be authorized by articles.
Approval of Board of directors.
Company should have sufficient profit and reserves.
It must follow SEBI guidelines.
Sources of bonus shares
Revenue reserve/Profit Capital Reserve/profit
Credit balance in P&L A/c. Profit on sale of fixed asset.
General Reserve. Profit prior to incorporation.
Dividend equalisation reserve. Security premium reserve.
Capital redemption reserve.
Stock split
Stock split is the process of reducing the face value of shares of a
company by dividing one share into two or more parts.
Difference between Bonus shares and Stock Split
Bonus share Stock split
Value of share does not change Face value of share reduced
Bonus issue reduced reserves Reserves remain as before
Benefited to existing shareholders Benefited to existing and
potential investors
A part of reserve is capitalized There is no capitalization
Right shares/ Right issue
When a company offer additional shares to the existing shareholders
for a reduced price is called right issue.
Advantages of right issue
1. Issue cost is lower.
2. It improves the image of the company.
3. Issue made at the directions of directors.
4. Existing shareholders get additional shares.
Value of right
It is a gain an existing shareholders makes while exercising his rights.
Distinction between Bonus Shares and Right Shares
Bonus shares Right shares
It is issued to existing members It is issued against payment.
free of cost.
These are always fully paid. These may be fully or partly paid
There is no requirement of Right is subject to minimum
minimum subscription. subscription.
Bonus issue must be authorised For the right issue, specific
by the Articles. provision in the Articles is not
required.
Bonus issue increases share Right issue increases share
capital but reduces accumulated capital with simultaneous
profits without any increase in increase in cash (no effect on
cash. accumulated profits).
It is regulated by Section 63 of It is regulated by Section 62 of
the Companies Act, 2013. the Companies Act, 2013.
Buy back of shares
Buy back simply means buying of own shares. It is a process of capital
restructuring.
Objectives/ Advantages of buy back
1. To improve returns on capital.
2. To increase the EPS.
3. To increase the market price of the shares.
4. To prevent hostile takeover bids.
5. To achieve optimum capital structure.
6. To improve the financial health of the company.
7. To change capital structure.
8. It will improve the company's image.
9. It is a reward for investors.
10. It helps to utilize liquid assets.
Dangers of buy back
1. It is tool for insider trading.
2. It is used for manipulation of share prices.
3. It weakens the position of minority shareholders.
Conditions of buy back
It should be authorized by article
A company should pass a special resolution in general meeting
authorising the buy back.
The debt equity ratio is not more than 2:1
It must be completed within 12 months.
The securities buy back should be physically destroyed within 7
days.
Money borrowed cannot be utilized for buy back.
Sources of buy back shares
1. Free reserve
a. Surplus
b. General reserve
c. Dividend equalisation reserve
2. Security premium reserve A/c
Book building
It was introduced by SEBI with a view to strengthen the capital
market and to safeguard the interest of the investors. It means
selling securities to investors at an acceptable price with the help of
intermediaries.
Advantages of book building
1. Cost of issue is less.
2. Easy collection of fund.
3. It provide real price to investors.
4. Minimum chances of under subscription.
5. Minimum chances of over subscription.
Limitations of book building
1. It is useful to big companies only.
2. It is not work always efficiently.
3. It is suitable for mega issues only.
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