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ACC 202:FINANCIAL ACCOUNTING II 
II. Accounting for the Issue, forfeiture 
and re-issue of shares. 
DR. SRINIVAS MADISHETTI 
PROFESSOR,SCHOL OF BUSINESS 
MZUMBE UNIVERSITY
OULINE OF UNIT II 
• Meaning and types of shares 
• Accounting for the issue of shares. 
• Prorata Issue of shares 
• Shares issued for other consideration 
• Underwriting share issue 
• Forfeiture and re-issue of shares. 
• Bonus share and Right Issue of shares
Meaning and types of shares: 
Share Capital 
• A company raises capital by the issue of shares. 
• The total capital of the company is divided into 
smaller denominations - each part is known as a 
“share”. 
• These shares are issued for subscription. 
• The persons who contribute to the shares are 
called the “Shareholders”. 
• A share is evidenced by a share certificate which 
is issued by the company under its common seal. 
Each share has a distinct number.
Information of Share Capital in the Statement of 
Financial Position 
Share capital is shown in the Statement of Financial Position under the following categories: 
• i) Authorized Capital: It is also called as ‘Registered Capital’ or ‘Nominal Capital’. It is the 
maximum capital that a company is authorized to raise and it is shown under capital clause 
of ‘Memorandum of Association’. 
• ii) Issued Capital: This is the capital which is offered to public for subscription. The difference 
between authorized capital and the issued capital represents the un-issued capital. 
• iii) Subscribed Capital: It refers to that part of the issued capital which has been subscribed 
or purchased by the public and also allotted to the directors of the company. Under this 
head the information must be given regarding shares allotted for consideration other than 
cash and shares allotted as fully paid-up by way of bonus shares. The sources from which 
bonus shares are issued must also be stated. 
• iv) Called-up Capital: It refers to that part of the subscribed capital which has been called up 
by the company for payment. 
• v) Paid up Capital: It refers to that part of the called up capital which has been actually paid 
up by the shareholders. Some of the shareholders might have defaulted in paying the 
allotment or call money. Such defaulted amount is known as calls in arrears from the called 
up capital. Calls in arrears are deducted to obtain the paid up capital. Calls in arrears due 
from directors have to be stated separately. 
• vi) Uncalled Capital: The amount of capital not called by the company is called uncalled 
capital. The other way of expressing it is the difference between the subscribed capital and 
called 
• vii) Reserve Capital: The amount of capital kept aside to call up only in the event of winding 
up is called reserve capital. A special resolution has to be passed for this purpos
Share Capital Types 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
Hill Publishing Co Ltd, 2005" 
Subscribed 
Called-Up 
Capital 
5 
Issued 
Capital 
Authorized 
Capital 
Capital 
Paid-Up 
Capital 
Un-Issued 
Capital 
Unsubscribed 
Capital 
Un-Called 
Capital 
Calls in 
Arrears
Share Capital Types - explained 
• Authorized or Registered Share Capital 
– Maximum amount of capital, which a company is allowed to 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
Hill Publishing Co Ltd, 2005" 
6 
raise during its lifetime 
– Based on the amount mentioned in the MoA 
• Issued Capital 
– The portion of authorized capital, which has been issued to 
all the investors including public 
– The amount of issued capital is taken in the balance sheet 
only if the total amount of issued capital is subscribed, 
called up by the company and paid by the share holders 
– Otherwise, its presentation is similar to authorized capital
Share Capital Types - explained 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
Hill Publishing Co Ltd, 2005" 
7 
• Subscribed Capital 
– The portion of the issued capital, which has been 
subscribed by all the investors including the public 
• Called up Capital 
– The portion of the subscribed capital that has been called 
up by the company for payments is the called up capital 
• Paid-up Capital 
– That part of called up capital, which has been paid up by 
the subscribers of share capital 
– The amount, which is due but yet to be received, is known 
as calls in arrears
Format of Statement of Financial Position (Liabilities) 
Figures for the current year Figures for the 
previous year 
Share capital 
• Authorized Capital 
... Equity shares of $. ..... each ..... 
... Preference shares of $. ..... each ..... 
• Issued Capital 
... Equity shares of $ .... each ..... 
... Preference shares of $. .... each ..... 
(Of the above shares, ..... shares have been 
allotted for consideration other than cash.) 
• Subscribed capital 
.... Equity shares of $. .... each . .... called up .... 
..... Pref shares of $. ...... each------ $...... called up ..... -------------- 
(Of the above shares, ..... shares have 
been allotted for consideration ) 
• Less: Calls unpaid 
(i) By directors ...... 
(ii) By others ..... .... .....
Illustration 1: 
• A Pacha Ltd was newly formed with an authorized capital of 
TZS 500m, divided into 50,000 equity shares of TZS 10,000 
each. The company issued 25,000 equity shares at a 
premium of TZS 1,000 per share payable TZS 2,000 on 
application, TZS 4,000 on allotment (including premium); 
TZS 3,000 on first call and TZS 2,000 on final call. 
Applications for 30,000 shares were received. Directors 
allotted the shares and excess money received was 
returned. The company made a call of TZS 10,000 per share 
(including premium). All shareholders paid the amount 
except one who failed to pay 1st call money on 800 shares. 
• Required: Show how these transactions will be reflected in 
the Statement of Financial Position of the Pacha Ltd.
Solution :A Pacha Ltd 
Statement of Financial Position as on ..... 
• Liabilities Amount in TZS Assets Amount in TZS 
• Authorized Capital: 
50,000 equity shares of TZS 10,000 each 500,000 ,000 
• Issued Capital: 
25,000 equity shares of TZS 10,000 each 250,000 ,000 
• Subscribed Capital: 
30,000 equity shares of TZS 10,000 each 300,000 ,000 
• Called up and paid up Capital: Current Assets: 
25,000 equity shares of TZS 10,000 each 250,000 ,000 cash at Bank 297,600 ,000 
Less: Calls in arrears 2,400,000 
• 800 equity shares @ TZS3,000 per share 
2,400 247,600 ,000 
• Reserves and Surplus: 
• Securities premium 25,000 equity share 
@ TZS 2,000 50,000 ,000 
------------------------------------------------------------------- 
297,600 ,000 297,600 ,000
Shares and Share Capital 
• In Companies Act, “share” is defined as a unit in the share 
11 
capital of the company 
• Now generally companies issue only two types of shares viz., 
Ordinary and Preference Shares 
• Ordinary equity shares represent the risk capital of an entity 
– No right to fixed dividends; Control through voting rights 
• Preference equity shares enjoy preferential rights with respect 
to payment of fixed dividend and repayment of capital at the 
time of liquidation 
• Additional rights can be granted to preference shares by virtue 
of provisions contained in the MoA and AoA
Types of Preference Shares 
Classified on the basis of rights attached to them 
• Cumulative Preference Shares 
– Entitled to unpaid dividends in the past 
• Non-Cumulative preference shares 
– Shareholders do not carry any right to unpaid dividends 
• Participating Preference Shares 
– Carry a right to share in the profit after a fixed rate is paid 
to equity shareholders (over and above the fixed dividend) 
• Redeemable Preference shares 
• Cumulative Redeemable Non-Participating Preference shares 
12 
are most common
Equity Shares: 
• The capital raised through issue of equity shares 
is called equity share capital and the persons who 
subscribe for the equity shares are called equity 
shareholders. 
The main features of equity shares are: 
• The equity shareholders generally enjoy voting 
rights. They have right to elect directors and to 
participate in the management. 
• The ratio of equity dividend is not fixed and can 
vary from year to year. 
• Equity capital is generally not redeemable during 
the life time of the company unless the company 
decides to buy back its shares.
Sweat Equity Shares 
The Equity Shares issued by a company to employees or directors at 
a discount or for consideration other than cash for providing know-how 
or making available right in the nature of intellectual property 
rights or value addition are called Sweat Equity Shares. A company 
may issue sweat equity shares of a class of shares already issued if 
the following conditions are fulfilled. 
• a) The issue of sweat equity shares is authorized by a special 
resolution passed by the company in the general meeting. 
• b) The resolution specifies the number of shares, current market 
price, consideration, if any, and the class or classes of directors or 
employees to whom such equity shares are to be issued. 
• c) Not less than one year has, at the date of the issue elapsed 
since the date on which the company was entitled to commence 
business. 
• d) The sweat equity shares of a company whose equity shares are 
listed on a recognised stock exchange are issued in accordance 
with the regulations made by the Securities Exchange Board of of 
respective country.
Accounting for the issue of shares.
Issue of Shares 
• A company can issue shares when wants to raise fund. Shares 
are issued when a company invites for subscription for shares. 
The terms of issue of shares are mentioned in the prospectus of 
the company. Shares can be issued at par or at premium or at 
discount. If shares are offered to the public at face value, it is 
known as Issue of shares at ‘par’. 
• For example, issue of shares of the fair value of TZS.10,000/- at 
TZS.10,000/- only. Shares are said to be issued at premium if 
they are issued at a price higher than face value. For example, if 
the face value of a share is TZS.10,000/- and issued at say 
TZS.12,000/-, the shares are said to be issued at a premium of 
TZS.2,000/- per share. Shares are said to be issued at discount if 
they are issued for a price lower than the face value. For 
example if the face value of a share is TZS.10,000/- and issued 
at TZS 9/- a share, then the share is issued at a discount of 
TZS.1,000/-, in which case the shareholders have to pay only 
TZS.9,000/- per share.
17 
Methods of Payment 
• Payment in Full 
• Payable by instalments
18 
Payment in full 
The full amount of the issue price of the shares and 
debentures should be paid to the company on application 
whether or not the applicants will allot the shares and 
debentures.
Payable by instalments
Issue of Securities 
20 
Issue of 
Prospectus 
Steps to 
Raise 
Capital 
Making Calls for 
payment of balance 
money 
Receiving Applications 
with Application Money 
Allotment 
of shares
Receiving Applications 
• Needs to be in the prescribed form along with the prescribed 
application money and delays 
• The initial application money shall not be less than 5 percent 
• If within the prescribed time a company does not receive 
applications equal to the minimum subscription, the whole of the 
application money received has to be refunded to the applicants 
• For delays, the directors of the company are liable to repay the 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
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21 
amount with a penal interest 
• Share application money has to be kept deposited in a 
scheduled bank until the company has received the minimum 
subscription
Allotment of Shares 
• Implies acceptance of the offer of the applicant for the 
purchase of share of the company by the directors 
• Done when the company has received applications 
amounting to the minimum subscription 
• In case of over subscription, the allotment is based on a 
pro-rata basis in consultation with a stock exchange 
• Once the allotment is made the applicant becomes liable to 
pay the full amount of the shares allotted 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
Hill Publishing Co Ltd, 2005" 
22
• The company can either collect the whole amount due on such 
shares on allotment or a part on allotment and the balance in 
one or more installments 
• After allotment, installments demanded by the directors against 
the sum payable by shareholders on their shares are known as 
calls. Calls must be made on a uniform basis on all shares 
within the same class 
• Example: Using the installment route, Nagarjuna Fertilizers and 
Chemicals Limited issued Rs 10 par value share in 1990 (par 
value was divided as Rs 2.50 on application; Rs 2.50 on 
allotment; Rs 2.50 on first call; and Rs 2.50 on final call) 
Financial Accounting for 
Management by 
Ramachandran & Kakani 
“Copyright with Tata McGraw- 
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Making Calls 
23
Over-subscription and Under-subscription 
of shares 
Sometimes the applications received may exceed the number of shares 
issued to the public. This situation is called over-subscription. Though the 
applications received may be more than the number of shares issued to the 
public, allotment can be made only equal to the number of shares that are 
issued. In such a case, Directors will have to refuse allotment to some 
applicants. For this purpose, any of the following methods can be used: 
• 1) Totally rejecting the applications for excess number of shares, e.g., 
shares issued are 20,000 but applications are received for 22,000 shares. 
Therefore, the excess number, 2,000, can be totally rejected and 
applicants for 20,000 shares only are allotted the shares. 
• 2) Allotment to all on pro rata basis. Here, no application is refused on 
allotment, but no applicant is allotted the shares in full as well. Each 
applicant receives the shares in the same proportion of “total shares 
issued to total shares applied for”. Thus, if shares issued are 20,000, and 
shares applied for are 30,000, then the proportion of shares issued to 
shares applied for is 20/30 or 2/3. Hence, allotment will be made in the 
same proportion that for every 30 shares applied, 20 shares will be 
allotted.
contd;: 
• 3) (a) Totally rejecting some applications, and 
(b) Allotting to the remaining applicants on 
pro rata basis. Thus, when shares issued are 
50,000 and shares applied for are 57,000, and 
if allotment made is: (i) Applications for 2,000 
shares rejected totally, and ii) the remaining 
applicants allotted, pro rata, 50,000 shares: 
then (a) 57,000 - 2,000 = 55,000 shares are 
considered for allotting 50,000 shares. 
• Thus, every applicant for 11 shares is allotted 
10 shares.
Contd: 
4) (a) Totally rejecting some applications ; (b) Accepting some 
applications in full ; and (c) Allotting the remaining on pro-rata 
basis –e.g., Shares issued are 55,000 and shares applied for 
are 88,000, and if allotment made is 
• a) Applications for 3,000 shares rejected totally, 
• b) Applicants for 5,000 shares allotted in full, and 
• c) Balance of applicants allotted the remaining shares on 
pro rata basis which is as follows: 
• a) 88,000 - 3,000 = 85,000 applications are remaining of 
which 
• b) 85,000 - 5,000 = 80,000 applications considered for pro 
rata issue. Of the 55,000 shares, 5,000 are allotted for (b) 
category and, hence 50,000 are to be now allotted. 
• c) 50,000 shares are allotted to applicants for 80,000 
shares. 
• Hence,every applicant for 8 shares is allotted 5 shares.
Excess money on Application: 
• When the pro rata system of allotment is made, the 
application money received will be in excess of the number 
allotted. This excess money received on un-allotted shares 
can be either, (a) refunded to the respective applicants, or 
(b) used for adjusting the amount due on the shares 
allotted. 
• If the second course is followed, the excess amount not 
refunded may be 
• a) equal to allotment money due on the shares allotted, in 
which case the concerned allottees need not pay anything 
on allotment, or 
• b) less than allotment money due, when the allottee is to 
pay only the deficit on allotment of shares, or 
• c) more than allotment money due, in which case the 
excess amount of application money is utilized, (i) first in 
adjusting the allotment money in full, and (ii) the balance is 
credited to Calls-in-advance account for adjustment with 
call money that will be due in future.
Under-subscription: 
• Sometimes the application for shares is received 
for less than the number of shares issued. This is 
called under-subscription. In such a case, the 
allotment will be equal to the number of shares 
subscribed for and not to the shares issued. 
• For example, if 2,500,000 equity shares of TZS 
1,000 each are issued, but only 2,000,000 equity 
shares are subscribed for, then the company will 
allot only 2,000,000 equity shares (and not 
2,500,000 equity shares issued.)
Issue of Shares- Journal Entries 
1. When application money is received: 
Dr. Bank A/c xxx 
Cr. share Application A/c xxx 
(Being application money received) 
2. On allotment of shares: 
• a) The application money on allotted shares is transferred from share 
application account to share capital A/c with the following entry. 
Dr. Share Application A/c xxx 
Cr. Share Capital A/c xxx 
(Being application money transferred to share capital A/c) 
• b) If any applications are totally rejected the application money should 
be refunded to the applicants. The following entry is passed for the 
refund. 
Dr. Share Application A/c xxx 
Cr. To Bank A/c xxx 
(Being Application money refunded) 
3. For the allotment money due on the shares: 
Dr. Share allotment A/c xxx 
Cr. Share Capital A/c xxx
Contd: 
4. When allotment money is received: 
Dr. Bank A/c xxx 
Cr. Share Allotment A/c xxx 
• (Being the allotment money received) 
• It should be noted that the above entry should be passed with the actual 
amount received towards allotment money. 
5. When the company makes the first call: 
Dr. Share First Call A/c xxx 
Cr. Share Capital A/c xxx 
(Being the first call money due) This entry should be passed with the 
amount called up on first call. 
6. When first call money is received: 
Dr. Bank A/c xxx 
Cr. Share first call A/c xxx 
(Being first call received) 
• This entry is passed with the actual amount received on first call. 
• Similar entries are made for every call. The last call is called the final call. 
If there is only one call, it is known as first and final call.
Illustration 2: 
• X Ltd., was registered on 1st January 2001 
with an authorized capital of Rs.1,000,000 
divided into 10,000 equity shares of Rs.100/- 
each. It issued 6,500 shares, payable as under: 
• Rs.25/- on Application; Rs.25/- on Allotment; 
Rs.30/- on First call and Rs.20/- on Final call. 
Public applied for 6,000 shares. All were 
allotted shares. All the money due was 
collected. Write up the necessary journal 
entries and prepare the opening Statement of 
Financial Position.
Workings: 
• Dr. Bank A/c Cr. 
Date Particulars Amount Date Particulars Amount 
Rs. Rs. 
• To Equity Shares 
Applications 150,000 
• To Equity Share 
Allotment 150,000 
• To Equity Share First 
call A/c 180,000 
• To Equity Share Final 
• call A/c 120,000 By Bal. c/d 600,000 
600,000 600,000 
• Balance b/d 600,000
Solution: 
X Limited Journal 
Date Particulars LF Debit (Rs.) Credit (Rs.) 
• Bank A/c 150,000 
Equity share application A/c 150,000 
(Being Application money received 
@ Rs.25/- per share on 6,000 shares) 
• Equity Share Application A/c 150,000 
Equity Share Capital A/c 150,000 
(Being Application money transferred to Share Capital A/c) 
• Equity Share Allotment A/c 150,000 
Equity Share Capital A/c 150,000 
(Being Allotment money due @ Rs.25/- per share on 6,000 shares) 
• Bank A/c 150,000 
Equity Share Allotment A/c 150,000 
• (Being Allotment money received) 
• Equity Share First call A/c 180,000 
Equity Share Capital A/c 180,000 
(Being First call money due on 6,000 shares @ Rs.30/- per share)
Contd: 
• Bank A/c 180,000 
Equity Shares First call A/c 180,000 
(Being First call money received) 
• Equity Share Final call A/c 120,000 
Equity Share Capital A/c 120,000 
(Being Final call money due @ Rs.20/- on 6,000 shares) 
• Bank A/c 120,000 
Equity share final call A/c 120,000 
(Being final call amount received)
Statement of Financial Position of X Ltd. 
As on 31-12-2001 
Liabilities Amount Assets Amount 
Rs. Rs. 
• Authorised Capital 
10,000 Equity Shares 
of Rs.100/- each 1,000,000 
• Issued Capital 
6,500 Equity Shares of 
Rs.100/- each 650,000 
• Subscribed Capital Current Assets 
6,000 Equity Shares 
of Rs.100/- each 600,000 Cash at Bank 600,000 
• Called up and paid up capital 
6,000 Equity Shares 
of Rs.100/- each 
fully paid. 600,000 
------------------------------------------------------------------------------------------------------------ 
600,000 600,000
Calls in advance and calls in arrears 
Calls in Advance 
• Calls in advance refer to the amount paid by shareholders in 
excess of the amount due from them. A company may accept 
calls in advance only if authorized by the Articles. Such amount 
should be credited to a separate account called “Calls in 
Advance” account and not to share capital account. 
• The amount is transferred from calls in advance account to the 
respective call account as and when the calls are made. 
• If the calls are not made before the Statement of Financial 
Position date, the amount in calls in advance account is added to 
paid up capital in the Statement of Financial Position. 
• The directors must pay interest on calls in advance at a rate 
specified in the Articles from the date of receipt to the date 
when the calls fall due. 
• If the Articles are silent about the rate of interest, normally 
interest should be paid at a rate not exceeding 6% p.a. The 
following entries should be passed for the interest on calls in 
advance.
Accounting entries for calls in advance 
• Dr. Interest on calls in advance A/c xxx 
Cr. Sundry Members A/c xxx 
(Being interest payable on calls in advance) 
• Dr. Sundry Members A/c xxx 
Cr. Bank A/c xxx 
(Being interest paid to members)
Calls in Arrears 
• Calls in arrears refer to the amount called by the 
company which is not paid by the shareholders before 
the due date fixed for payment. Such amount is 
transferred to an account called calls in arrears account 
from the calls account. 
• The amount of calls in arrears is shown as deduction 
from the paid up capital in the Statement of Financial 
Position. 
• Interest may be charged on calls in arrears at the rate 
specified in the Articles from the due date to the actual 
date of payment. 
• If Articles is silent about the rate of interest as per 
Table - 1, it may be charged at a rate not exceeding 5% 
p.a. 
• The directors have the authority to waive the interest 
on calls in arrears at their discretion.
The following entries are to be passed 
for interest on calls in arrears. 
For interest due: 
Dr. Sundry Members A/c xxx 
Cr. interest on calls in arrears A/c xxx 
(Being interest due from members) 
When interest is received: 
Dr. Bank A/c xxx 
Cr. Sundry members A/c xxx 
(Being interest received) 
• Interest on calls in arrears is an income and transferred 
to credit side of Profit and Loss A/c.
Issue of Shares at Premium 
Companies may issue shares at premium i.e., at a price higher 
than its face value. The difference between issue price and 
face value is a capital profit and therefore should be credited 
to a separate account called “securities premium account”. 
Issue and use of share premium are guided by Companies Act 
of respective countries. Common provisions are that share 
premium can be used for the following purposes. 
i) For the issue of fully paid bonus shares to the members 
of the company. 
ii) For writing off preliminary expenses of the company. 
iii) For writing off expenses of commission paid or discount 
allowed on any issue of shares or debentures of the company; 
and 
iv) For providing premium payable on the redemption of 
any redeemable preference shares or debentures of the 
company. Unless otherwise stated, premium is included in 
allotment installment.
Illustration 4: 
Bona Ltd. issued 15,000 equity shares of TZS.1000/- 
each at a premium of TZS.200/- per share. The 
amounts are payable as under. 
• On application TZS.400: on allotment TZS.400/- 
On First call TZS. 200: on Final call TZS.200/- 
• Public applied for 12,000 shares. All money due 
was collected except first call money on 200 
shares and final call money on 300 shares. 
Pass necessary journal entries in the books of the 
company and prepare the opening Statement of 
Financial Position.
Solution: 
Bona Limited Journal 
Date Particulars LF Debit (TZS.) Credit 
(TZS.) 
• Bank A/c 4,800,000 
Equity Share Application A/c 4,800,000 
(Being application money received on 12,000 shares @ 
TZS.400 per share) 
• Equity Share Application A/c 4,800,000 
Equity share capital A/c 4,800,000 
(Being application money transferred to share capital A/c) 
• Equity Share Allotment A/c 4,800,000 
Equity share capital A/c 2,400,000 
Securities premium A/c 2,400,000 
(Being allotment money due on 12,000 shares @ TZS.400 per 
share)
Solution contd: 
• Dr.Bank A/c 4,800,000 
Cr.Equity Share Allotment A/c 4,800,000 
(Being allotment money received) 
• Dr.Equity Share First Call A/c 2,400,000 
Cr.Equity Share Capital A/c 2,400,000 
(Being First call money due @ TZS.200/- per shares) 
• Dr.Bank A/c 2,360,000 
Cr.Equity Share First call A/c 2,360,000 
(Being First call money received on 11,800 shares)
Solution contd: 
• Dr.Equity Share Final Call A/c 2,400,000 
Cr. Equity Share Capital A/c 2,400,000 
(Being Final call due on 12,000 Shares @ TZS.200 per 
share) 
• Dr.Bank A/c 2,340,000 
Cr. Equity Share Final Call A/c 2,340,000 
(Being Final call money received on 11,700 shares) 
• Dr.Call in arrears A/c 100,000 
Cr.Equity Share First call A/c 40,000 
Cr. Equity Share Final call A/c 60,000 
(Being First call and Final call arrears transferred to calls in 
arrears
Statement of Financial Position of 
Bona Ltd. as on 31-12-2008 
Liabilities Amount TZS. Assets Amount TZS. 
• Authorised Capital 
• 15000 Equity Shares of TZS.1000/- each ..... 15,000,000 
• Issued Capital 
• 15,000 equity shares 
• TZS.1,000/- each. 15,000,000 
• Subscribed capital 
• 12,000 equity shares of 
• TZS.1,000/- each 12,000,000 
• Called up and paid-up Capital: Current Assets 
• 12,000 Equity Shares 12,000,000 Cash at Bank 14,300,000 
• of TZS.1,000/- each fully paid 
• Less: Calls in arrears 100,000 11,900,000 
• Reserves and Surplus 
• Securities premium 2,400,000 
• ------------------------------------------------------------------------------------------------------------ 
• 14,300,000 14,300,000
Issue of Shares at Discount 
• A company can issue shares at a discount also i.e., at a price lower 
than face value subject to conditions stipulated in respective 
country’s Companies Act. Examples of the requirement section 69 
of the Companied Act of India are: 
• i) The shares must belong to a class already issued. 
• ii) The issue must be authorized by an ordinary resolution of the 
company. 
• iii) The sanction of Company Law Board must be obtained. 
• iv) The resolution must specify the maximum rate of discount at 
which the shares are to be issued. No resolution shall be 
sanctioned by the Company Law Board if the maximum rate of 
discount specified in the resolution exceeds 10% unless it is of the 
opinion that a higher percentage of discount may be allowed in 
the special circumstances of the case. 
• v) At least one year must have elapsed since the date on which 
the company was entitled to commence the business. 
• vi) The issue must be made within two months from the date of 
receiving the sanction of the Company Law Board.
contd 
Section 60(1) of the Companies Act 2002 of Tanzania provide that: 
• Subject as provided in this section, it shall be lawful for a company to issue at a discount 
shares in the company of a class already issued provided that: 
• (a) the issue of the shares at a discount must be authorised by resolution passed in general 
meeting of the company, and must be sanctioned by the court; 
• the resolution must specify the maximum rate of discount at which the shares are to be 
issued; 
• not less than one year must, at the date of the issue, have elapsed since the date on 
which the company was entitled to commence business; 
• the shares to be issued at a discount must be issued within one month after the date on 
which the issue is sanctioned by the court or within such extended time as the court may 
allow. 
• (b) Where a company has passed a resolution authorising the issue of shares at a discount, 
it may apply to the court for an order sanctioning the issue, and on any such application the 
court may make an order sanctioning the issue on such terms and conditions as it thinks fit. 
• (c) Every offer document relating to the issue of the shares must contain particulars of the 
discount allowed on the issue of the shares or of so much of that discount as has not been 
written off at the date of the issue of the offer document. 
• (d) If default is made in complying with this subsection, the company and every officer of 
the company who is in default shall be liable to a default fine.
contd;: 
Accounting Entry 
• The following entry is passed for share discount 
at the time of allotment. 
Dr. Share Allotment A/c xxx 
Dr. Discount on Issue of Shares A/c xxx 
Cr. To Share Capital Account xxx 
• Discount on issue of shares is a capital loss and is 
shown as a fictitious asset under the head 
miscellaneous expenditure on the assets side of 
the Statement of Financial Position. Usually this 
loss is written off in four or five years by 
transferring to profit and loss A/c.
Illustration 5: 
• Mwananchi Limited invited applications for 
50,000 equity shares of TZS1,000/- each at a 
discount of 5% payable as follows: 
• TZS 200 on application; TZS 250 on allotment; 
TZS 300 on First call; TZS 200 on Final call. 
• The shares were all subscribed for and all 
money due was received except call money on 
500 shares. Pass necessary journal entries and 
prepare the Statement of Financial Position.
Issue of Shares for Purchase of Assets 
• Sometimes when the company purchases a fixed asset like building, 
land etc., and the vendors may accept shares of the company 
instead of payment of cash. When shares are issued on acquisition 
of a fixed asset, the following entries are passed. 
(i) On acquisition of fixed asset 
Dr. Fixed asset A/c xxx 
Cr. To vendors A/c xxx 
(Being asset acquired and consideration payable) 
(ii) On issuing Shares 
• Dr. Vendor’s A/c xxx 
Cr. To Share Capital A/c xxx 
(Being Shares issued to vendors) 
• It may be noted that there is no account for “Shares”. Whenever 
shares are issued, “Share Capital” Account is credited. 
• Whenever shares are issued for consideration other than cash, the 
same should be disclosed in the Statement of Financial Position 
while showing the issued, subscribed and paid up capital.
Illustration 6: 
• Mwikwabe Limited acquired buildings worth 
TZS.20,000,000 and allotted to the vendors 
20,000 equity shares of TZS.1,000/- each as fully 
paid. The company has also issued 80,000 equity 
shares for public subscription, payable as follows: 
on application TZS.300; on allotment TZS.300; on 
first and final call TZS.400. 
• The public applied for all the shares and they 
were allotted. All money was received except call 
money on 500 shares. 
• Pass necessary journal entries and show the 
opening Statement of Financial Position.
Solution: Mwikwabe Limited Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Building A/c 20,000,000 
Vendors A/c 20,000,000 
(Being consideration payable for the building acquired). 
• Vendors A/c 20,000,000 
Equity Share Capital A/c 20,000,000 
(Being Shares issued to Vendors for purchase of building) 
• Bank A/c 24,000,000 
Equity Share Application A/c 24,000,000 
(Being application money received on 80,000 applications @ TZS.300/- 
per share). 
• Equity Share Application A/c 24,000,000 
Equity Share Capital 24,000,000 
• (Being share application money transferred to share capital A/c)
Contd: 
• Dr.Equity Share Allotment A/c 24,000,000 
Cr. Equity Share Capital 24,000,000 
(Being Allotment money due on 80,000 equity shares @ TZS.300/- per 
share) 
• Dr.Bank A/c 24,000,000 
Cr.Equity Share Allotment A/c 24,000,000 
(Being Allotment money received) 
• Dr.Equity Share First & Final call A/c 32,000,000 
Cr. Equity Share Capital A/c 32,000,000 
(Being Call money due on 80,000 Equity Shares @ TZS.400/- per share) 
• Dr.Bank A/c 31,800,000 
Cr.Equity Share First & Final Call A/c 31,800,000 
(Being call money received on 79,500 Shares @ TZS.400/- per share). 
• Dr.Calls in Arrears A/c 200,000 
Cr.Equity Share First and Final Call A/c 200,000 
(Being arrears of calls transferred to calls in arrears A/c)
Mwikwabe Limited 
Statement of Financial Position As on 31-12-2008 
Liabilities Amount Assets Amount 
TZS. TZS. 
• Authorized Capital Fixed Assets 
• 100000..equity shares of 
• TZS.1,000/- each.. 100,000,000 Buildings 20,000,000 
• Issued and Subscribed Capital 
• 100,000 equity shares TZS.1,000/- 100,000,000 
• Called up and paid-up Capital: Current Assets 
• 100,000 Equity Shares of TZS.1,000/- Cash at Bank 79,800,000 
each fully paid 100,000,000 
• Less: Calls in arrears 200,000 
• (of the above 20,000 equity shares 
• were issued to vendors for 
• consideration other than cash). 
• _____________________________________________________________________ 
0 99,800.000 99,800,000
Illustration 7: 
• Juhudi Ltd purchased a machinery of TZS. 54,000,000 
from Wawekezaji Ltd. The consideration was payable in 
fully paid equity shares of TZS.1,000 each. Show the 
necessary journal entries in the books of Juhudi Ltd 
assuming that - 
• Case (a) such shares are issued at par 
• Case (b) such shares are issued at a premium of 20% 
• Case (c) such shares are issued at a discount of 10% 
[ hints: 
for premium 54000000/1000+200premium=45000shares; 
for discount: 54000000/1000-10% =900 =60,000shares ]
Forfeiture and re-issue of shares. 
Forfeiture of Shares 
• If any member fails to pay any installments due 
(allotment money or call money), the company 
may, if the Articles contain a provision, forfeit the 
shares of such defaulting member, after giving 
due notice. 
• When the shares are forfeited the defaulting 
member loses all his rights on the shares and he 
ceases to be member of the company. 
• The amount already paid by him towards 
application money and any other installment will 
not be refunded to him. 
• Such amount already received will be treated as a 
capital profit and credited to a separate account 
called “Shares Forfeited A/c”.
The following entry is passed at the time of forfeiture: 
• Dr. Share Capital A/c (with the amount called up on 
shares till the date of forfeiture) 
Cr. Shares Forfeited A/c (with the amount already 
received on the shares) 
Cr. various calls A/c (with amounts unpaid) 
(If unpaid calls are already transferred to calls in arrears 
account, the calls in arrears account will be credited with 
the amount unpaid. As the shares are forfeited, the 
arrears account should be cancelled and hence calls in 
arrears account is to be credited). 
• It may be noted here that Share Capital account is 
credited each time an installment is called up (even 
before the amount is received). When the shares are 
forfeited the share capital account should be debited 
with the total amount called up on forfeited shares.
Illustration 1: 
The Directors of Sato Limited resolved that 1,000 
equity shares of the 1,000/- each on which TZS.750/- 
per share is paid-up be forfeited for non-payment of 
the final call of TZS.250/- per share. 
Give Journal entry for forfeiture 
Sato Limited Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Equity Share Capital A/c 1,000,000 
Share Forfeited A/c 750,000 
Equity Share Final Call A/ 250,000 
(Being 1,000 shares forfeited on account of non-payment 
of final call of TZS.250/- per share)
Forfeiture of Shares which are issued 
at Premium 
• If shares are issued at a premium, the amount of 
premium must have been credited to securities 
premium account (usually at the time of allotment). 
• Later if these shares are forfeited, a question arises as 
to whether share premium account should be 
cancelled to the extent of premium on forfeited shares. 
• It may be noted here that securities premium account 
should be debited with the amount of premium on 
forfeited share if the premium is unpaid. 
• If the premium is already received on the forfeited 
shares, premium account is not debited.
Contd: 
• For instance, if premium TZS.200 per share is included in 
allotment installment and 100 shares of TZS.1,000/- each are 
forfeited on account of non-payment of final call of TZS.400/- 
the following entry should be passed for forfeiture. 
• Dr. Share capital A/c 100,000 (100 x 1000 each) 
Cr. Shares forfeited A/c 60,000 (100 x 600) 
Cr. Shares Final Call A/c 40,000 (100 x 400) 
• Here share premium a/c is not cancelled as the share premium 
(included in allotment installment) is already received in cash. 
• Shares forfeited account is credited only with the amount 
received towards capital (excluding premium). 
• Total amount due on shares is TZS.1,000 + TZS. 200 = 
TZS.1,200; amount of final call TZS.400 is not received. This 
means that TZS.800/- per share is received. But of this TZS.600 
is towards capital and TZS.200 is towards premium.
In the above example, if only application money of 
TZS.200 per share is received and shares are forfeited 
for not receiving allotment and call money, the 
following entry should be passed. 
• Dr. Share Capital A/c 100,000 (100 x 1,000) 
Dr. Share Premium A/c 20,000 (100 x 200) 
Cr. Shares forfeited 20,000 (100 x 200) 
Cr. Calls in arrears 100,000 (100x 1,000) 
• Here calls in arrears is TZS.1,200 - TZS.200 = 
TZS.1,000 
• Amount received on shares in TZS.200 per 
share = 200 x 100 = TZS.20,000
Forfeiture of Shares issued at discount 
• If the shares issued at discount are forfeited a 
similar question arises regarding cancellation 
of discount on issue of shares on the shares 
forfeited. 
• It may be understood that the discount on 
forfeited shares should be cancelled as the 
discount account should show only the 
amount of discount on the remaining shares 
forming part of share capital.
Illustration: 2 
A company issued 10,000 equity shares of TZS.10,000/- each at a 
discount of TZS.1,000/- per share payable as under; TZS.2,000 on 
application; TZS.2,000 on allotment; TZS.2,000 on first call and 
TZS.3,000 as final call. Mr.Lusajo was allotted 300 shares. Give 
necessary journal entry relating to forfeiture in the following cases: 
Case 1: Lusajo failed to pay allotment money, his shares were forfeited 
Case 2: Lusajo failed to pay allotment money and on his failure to pay 
the first call his shares were forfeited. 
Case 3: Lusajo failed to pay first and final call on account of which his 
shares were forfeited. 
Solution: 
Case 1: 
• Dr. Share Capital A/c 1,500,000 (300 x 5,000) 
Cr. discount on issue of shares 300,000 (300 x 1,000) 
Cr. Share allotment 600,000 (300 x 2,000) 
Cr. shares forfeited 600,000 (300 x 2,000)
Explanation: 
• As the shares are forfeited for not paying 
allotment money, the amount called up till the 
date of forfeiture is TZS.5,000 per share 
(TZS.2,000 on application + TZS.2,000 on 
allotment + TZS.1,000 discount allowed). 
• Hence share capital account should be debited 
with TZS.15,000 (300 x 5,000). 
• As the discount on forfeited shares should be 
cancelled, it is to be credited to discount account 
(TZS.1,000 x 300 = TZS. 300,000). 
• Allotment money due is TZS.2,000 per share. 
• Amount received on shares is TZS.2,000 per share 
(application money).
Case 2: 
• Dr. Share Capital A/c 2,100,000 (300 x 7,000) 
Cr. Discount on issue of share A/c 300,000 
(300 x 1,000) 
• Cr. Share allotment A/c 600,000 
(300 x 2,000) 
• Cr. Share First call A/c 600,000 
(300 x 2,000) 
• Cr. Share Forfeited A/c 600,000 
(300 x 2,000) 
Explanation: Here Share capital account is debited 
with the amount called up till first call (TZS.2,000 on 
application + TZS.2,000 on allotment + TZS.1,000 
towards discount allowed + TZS.2,000 on first call) = 
TZS.7,000 per share.
Case 3: 
• Dr. Share Capital A/c 3,000,000 (300 x 10,000) 
Cr. Discount on issue of 
shares A/c 300,000 (300 x 1,000) 
Cr. Share First call A/c 600,000 (300 x 2,000) 
Cr. Share Final call A/c 900,000 (300 x 3,000) 
Cr. Shares Forfeited A/c 1,200,000 (300 x 4,000)
Surrender of Shares 
• Sometimes if a shareholder cannot pay 
any installment, he may voluntarily 
surrender his shares to the company. 
• Even in case of surrender, entries are 
passed on the same lines as in case of 
forfeiture.
Re-Issue of Forfeited Shares 
• A company can re-issue the shares forfeited in accordance with the 
provisions contained in the articles of the company. 
• Generally the shares are re-issued at a discount. But the discount 
on re-issue cannot exceed the gain made at the time of forfeiture on 
these shares (which is credited to shares forfeited account). 
• If the shares are originally issued at a discount, the discount at the 
time of re-issue can be up to a maximum of original discount on 
these shares plus ‘gain made at the time of forfeiture. 
• Original discount is debited to discount on issue of shares” account 
while the remaining amount is debited to shares forfeited account. 
• After the shares are re-issued, if still a balance remains in shares 
forfeited account representing the profit made at the time of 
forfeiture of these shares, it should be transferred to capital reserve 
account. 
• It may be noted that the balance relating to re-issued shares only is 
transferred so; which means that the profit on shares forfeited not 
yet re-issued should be in tact in the shares forfeited account.
Illustration 3: 
• Magma Plc. forfeited 1,000 shares of 1,000/- 
each allotted to Mr. Pimbi after receiving 
TZS.300/- on application and TZS.200/- on 
allotment, on his failure to pay the first and 
final call of TZS.500/- per share. Later these 
shares were re-issued to Wilson as fully paid 
up for TZS.700/- per share. Pass journal 
entries for forfeiture & re-issue.
Solution: 
Magma Plc. Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Share Capital A/c 1,000,000 
Share First & Final call A/c 500,000 
Share forfeited A/c 500,000 
(Being 1,000 shares forfeited for non-payment of first & final call 
money of TZS.500/- per share) 
• Bank A/c 700,000 
Shares forfeited A/c 300,000 
Share Capital A/c 1,000,000 
(Being 1000 shares forfeited re-issued @ TZS.700/- per share) 
• Shares forfeited A/c 200,000 
Capital reserve A/c 200,000 
(Being the balance in shares forfeited account transferred to capital 
reserves account on re-issue)
Reissue of shares which are originally issued at premium 
• When the shares originally issued at a premium are forfeited and re-issued 
at a premium, premium will be credited to securities premium 
account. 
• Even if they were not originally issued at premium, the premium on re-issue 
is credited to securities premium account 
Illustration 4: 
A company forfeited 500 shares of TZS.1,000/- each issued at 10% premium 
(to be paid at the time of allotment) on which first call of TZS.300/- per share 
was not received. The final call of TZS.200/- per share was not yet made. 
Pass Journal entries for forfeiture and re-issue in the following cases. 
(1) 200 of the above shares were re-issued for TZS.900/- per share as 
TZS.800/- per share paid up. 
(2) 200 shares were re-issued for TZS.800/- per share as TZS.800/- per share 
paid up. 
(3) 200 shares were re-issued for TZS.800/- per share paid up was TZS.800/- 
per share. 
(4) 500 shares were re-issued for TZS.800/- per share paid up for TZS.500/- 
per share.
Solution: 
Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Share Capital A/c 400,000 
Share First call A/c 150,000 
Share forfeited A/c 250,000 
(Being 500 shares forfeited on account of non- payment of first call of 
TZS.300/- per share) 
• The above journal entry is common in all cases. The entries differ only on 
re-issue. 
Entries on Re-issue 
Case 1: 
• Bank A/c 180,000 
Share Capital A/c 160,000 
Securities Premium A/c 20,000 
(Being 200 shares issued as TZS.800/- paid up for TZS.900/- per share) 
• Shares forfeited A/c 100,000 
Capital Reserve A/c 100,000 
(Being profit on 200 forfeited shares @500 per share re-issued transferred to 
capital reserve A/c)
Case 2 
• Dr.Bank A/c 160,000 
Cr.Share Capital A/c 160,000 
(Being 200 forfeited shares re-issued as 
TZS.800/- per share paid up) 
• Dr.Share forfeited A/c 100,000 
Cr. Capital reserve A/c 100,000 
(Being the profit on 200 forfeited shares re-issued 
transferred to capital reserve A/c)
Case 3 
• Dr.Bank A/c 140,000 
Dr.Shares forfeited A/c 20,000 
Cr.Share Capital A/c 160,000 
(Being 200 forfeited shares re-issued as TZS.800/- 
paid up for TZS.700/- per share) 
• Dr.Shares forfeited A/c 80,000 
Cr.Capital reserve A/c 80,000 
(Being balance of profit on 200 forfeited shares re-issued 
transferred to capital reserve A/c)
Case 4: 
• Dr.Bank A/c 250,000 
Dr.Shares forfeited A/c 150,000 
Cr.Share Capital A/c 400,000 
(Being 500 shares issued for TZS.500/- per share, as TZS.800/- 
per share paid up) 
• Dr.Shares forfeited A/c 100,000 
Cr.Capital reserve A/c 100,000 
(Being balance of profit on forfeited shares re-issued 
transferred to capital reserve A/c). 
• It may be noted that in the first 3 cases, only 200 shares 
were re-issued. Profit made on these shares at that time of 
forfeiture is TZS.100,000 (200 x 500). Only this amount, 
after adjusting the discount allowed at the time of re-issue 
is transferred to capital reserve account. 
• While in the 4th case, all 500 shares are re-issued. Hence 
the entire balance in share forfeited account left after re-issue 
(TZS.250,000 - TZS.150,000) is transferred to capital 
reserve A/c.
Reissue of shares which are originally issued at 
discount 
When shares originally issued at a discount are forfeited and re-issued at a 
discount, the original discount is debited to “Discount on issue of shares” a/c 
and the remaining discount is debited to “Shares forfeited A/c”. 
Illustration 5: 
PM Limited forfeited 100 shares of TZS.1,000/- each issued at a discount of 
10% to Manoti on which he paid only application money of TZS.200/- per 
share as he failed to pay allotment money TZS.300/- per share. Show 
necessary journal entries for forfeiture and re-issue in the following cases. 
Case 1: 
• 80 shares were reissued for TZS.500 per share where as TZS.600/- paid up 
Case 2: 
• 80 shares were reissued for TZS.400/- per share where as TZS.600/- paid up 
Case 3: 
• All shares were re-issued as TZS.600/- paid up for TZS.600/- per share.
solution: 
Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Share Capital A/c 60,000 
Discount on issue of share A/c 10,000 
Share Allotment A/c 30,000 
Share forfeited A/c 20,000 
(Being 100 shares forfeited for non-payment of allotment 
money of TZS.300/- per share). 
• The above forfeiture entry is common in all cases. 
• Only the entry for reissue differs in different cases. 
• It may be noted that share capital account is debited 
with TZS.600/- per share (Application money TZS.200 + 
Allotment money TZS.300 + discount allowed TZS.100/-)
Entries on Re-issue 
Case 1: 
Journal 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Bank A/c 40,000 
Discount on issue of shares A/c 8,000 
Share Capital A/c 48,000 
(Being 80 shares issued at TZS.600 per share for TZS.500 per share) 
• Share forfeited A/c 16,000 
Capital Reserve A/c 16,000 
(Being profit on 80 shares re-issued transferred Capital reserve).
Case 2: 
• Dr.Bank A/c 32,000 
Dr.Discount on issue of shares A/c 8,000 
Dr.Shares forfeited A/c 8,000 
Cr.Share Capital A/c 48,000 
(Being 80 shares re-issued for TZS.400 per share, original 
discount debited Discount account and the balance 
Shares forfeited A/c.) 
• Dr.Shares Forfeited A/c 8,000 
• Cr.Capital reserve A/c 8,000 
(Being balance of profit on 80 shares re-issued 
transferred Capital reserve A/c.
Case 3: 
• Dr.Bank A/c 60,000 
Cr.Share Capital A/c 60,000 
(Being 100 shares re-issued for TZS.600/- per 
share) 
• Dr.Shares forfeited A/c 20,000 
Cr.Capital Reserve A/c 20,000 
(Being profit on forfeited shares transferred 
Capital reserve on re-issued)
Pro-Rata Allotment, Forfeiture 
and Re-issue 
• Under oversubscription of shares it is not possible for 
the company to satisfy the demand of all the 
applicants. It rejects some applications altogether, 
allots in full some applications and makes a pro rata 
allotment on some other applications. 
• In solving questions relating to over-subscription, 
students face the difficulty only at such places where 
some of the shares belonging to pro rata category are 
forfeited. In such case the calculation of amount to be 
forfeited poses a problem which is to be calculated by 
finding the amount the applicant sent on total shares 
applied for. Therefore, to reach correct solution the 
following procedure is recommended:
Contd: 
• a) Calculate total shares applied for. 
• b) Multiply the number of shares with the application 
money. This gives total money sent with the 
applications. This amount is forfeited on default. 
• c) Deduct from it the amount due on application with 
the help of shares allotted. This gives money sent by 
the applicant in advance with the application. This 
money is available for adjustment towards allotment. 
• d) Calculate amount due on allotment and deduct from 
it the amount sent in advance with application as per 
(c) above. This gives the amount in arrears on 
allotment. It is credited to share allotment account at 
the time of forfeiture.
Illustration 6: 
DEF Company Limited issued a prospectus inviting applications for 10,000 
shares of TZS.1,000 each at premium of TZS.200 per share payable as follows: 
• On application TZS.200 
• On allotment TZS.500 (including premium) 
• On first call TZS.300 
• On second and final call TZS.200 
Applications were received for 15,000 shares and pro rata allotment made on 
the applications for 12,000 shares. Money overpaid on application was 
utilized towards allotment money. 
• Mr. John, to whom 200 shares were allotted, failed to pay the allotment 
money and on his subsequent failure to pay the first call, his shares were 
forfeited. 
• Mr. Baraka, the holder of 300 shares, failed to pay both the calls, and his 
shares were forfeited after the second call. 
Of the shares forfeited, 400 shares were sold to Mr. Husein, credited as fully 
paid for TZS.900 per share, the whole of Mr. John’s shares being included. 
Pass the necessary journal entries to give effect the above and prepare Bank 
Account, Forfeited Shares Account and the Statement of Financial Position.
Solution: 
DEF Company Limited Journal Entries 
Particulars Dr TZS. Cr. TZS. 
Bank account 3,000,000 
Share application account 3,000,000 
(Being application money received on 15,000 shares at TZS.200 per share) 
• Share application account 2,000,000 
Share capital account 2,000,000 
(Being allotment of 10,000 shares to the applicants of 12,000 shares) 
• Share allotment account 5,000,000 
Share capital account 3,000,000 
Security premium account 2,000,000 
(Being amount due on account at TZS.500 - TZS.300 for capital and TZS.200 
for premium - on 10,000 shares) 
• Share application account 1,000,000 
Share allotment account 400,000 
Bank (Note 1) 600,000 
(Being surplus application money (10,000 shares were allotted on applications 
for 12,000 shares) used towards allotment money and refund of application 
money to applicants for 3,000 shares, to whom no allotment was made)
contd: 
• Dr. Bank account 4,508,000 
Cr. Share allotment account 4,508,000 
(Being receipt of allotment money on 10,000 shares less Mr. John’s shares) (Note 4) 
• Dr.Share first call account 3,000,000 
Cr. Share capital account 3,000,000 
(Being first call of TZS.300 due on 10,000 shares) 
• Dr.Bank account 2,850,000 
Cr.Share first call account 2,850,000 
(Being receipt of first call money on 10,000 shares less 500 shares of Mr. John and 
Mr. Baraka) 
• Dr.Share capital account 160,000 
Dr.Securities premium account 40,000 
Cr.Share allotment account (Note 3) 92,000 
Cr.Share first call account 60,000 
Cr.Share forfeited account (Note 2) 48,000 
(Being forfeiture of 200 shares held by Mr. John for non-payment of allotment 
money and the first call. Share capital debited at TZS.800 per share called up and 
share premium debited at TZS per share)
Contd: 
• Dr.Share second and final call account 1,960,000 
Cr.Share capital account 1,960,000 
[Being amount due on second and final call at TZS.200 per share on 9,800 
shares (10,000 shares less 200 shares forfeited) ] 
• Dr.Bank account 1,900,000 
Cr.Share second and final call account 1,900,000 
(Being receipt of second and final call money on 9,500 shares less 500 shares) 
• Dr.Share capital account 300,000 
Cr.Share first call account 90,000 
Cr.Share second and final call account 60,000 
Cr.Share forfeited account 150,000 
(Being forfeiture of Mr. Baraka’s 300 shares for non-payment of two calls) 
• Dr.Bank account 360,000 
Dr.Shares forfeited account 40,000 
Cr.Share capital account 400,000 
(Being re-issue of 400 forfeited shares to Mr. Husein at TZS.900 per share – 
TZS. 100 per share discount on re-issue debited to shares forfeited account)
Contd: 
• Dr.Share forfeited account 108,000 
Cr.Capital reserve 108,000 
(Being profit on re-issue of 400 shares transferred to Capital 
reserve account leaving a balance of TZS.100,000 in the shares 
forfeited account (TZS.1,000 per share on 100 shares of Mr.Baraka 
not yet re-issued)) 
Dr. Bank Account Cr. 
Share allotment account 4,508,000 Balance c/d 12,018,000 
Share first call account 2,850,000 
Share second and final 
call A/c 1,900,000 
Share capital account 360,000 
______________________________________________________ 
12,618,000 12,618,000 
Balance b/d 12,018,000
Contd: 
Dr. Forfeited Shares Account Cr. 
Particulars Amount Particulars Amount 
TZS. TZS. 
Share capital A/c 40,000 Share capital A/c 48,000 
(Discount on re-issue) Share capital A/c 150,000 
Capital reserve 1 08,000 
(Profit on re-issue) 
Balance c/d 50,000 
__________________________________________________________ 
198,000 198,000 
DEF Company Ltd. STATEMENT OF FINANCIAL POSITION as at ..... 
Liabilities and Capital (TZS) Assets (TZS) 
SHARE CAPITAL CURRENT ASSETS 
Authorized Cash at Bank 12,018,000 
• .Shares of TZS.1000 Each ...... 
• Issued: 10,000 shares of 
TZS.1000 each 10,000,000 
• Subscribed 9,900 shares of 
• TZS.1000 each fully paid 9,900,000 
• Shares forfeited account 50,000 
• RESERVES & SURPLUS 
• Securities premium 1,960,000 
• Capital reserve 108,000 
_________________________________________________________________________________ 
12,018,000 12,018,000
Contd: 
Notes: 
1. Since total number of shares offered to the public was only 10,000, the allotment in 
no case should exceed 10,000 shares. This allotment has been made to those who 
applied for 12,000 shares. Others applying for 3,000 shares were not allotted any 
shares. Hence the refund of TZS.600,000. 
2. Calculation of amount received from Mr. John 
Mr. John has paid TZS.48,000 in all as under: 
• When shares allotted were 10,000, shares applied for were 12,000 
• When shares allotted were 200 shares applied for were 12,000/10,000 x 200 = 240 
shares 
• Application money on 240 shares @ TZS.200 = TZS.48,000 
3. Calculation of money due from Mr. John on allotment 
• Money due from Mr. John on account of allotment is not TZS.100,000 (i.e., 200 x 500) 
but TZS.184,000. This has been calculated as follows: 
• Total allotment due on 200 shares @ TZS.500 per share TZS.100,000 
• Less: Advance from Mr. John received on application 
• adjusted towards allotment: 
• Received on application TZS.48,000 
• Adjusted on application (200 x TZS.200) 40,000 8,000 
TZS. 92,000 
• Amount due on allotment 92,000 
(4). Total sum received on allotment is: TZS.5,000,000 - 400,000 – 92,000 = TZS.4508,000
Illustration 7: 
Pay Pal Limited issued a prospectus inviting application for 12,000 shares 
of TZS.1,000 each at a premium of TZS.200 per share, payable as follows: 
• On application TZS.200 per share 
• On allotment TZS.500 per share (including premium) 
• On 1st call TZS.300 per share 
• On second and final call TZS.200 per share 
Applications were received for 18,000 shares and allotment was made 
pro rata to the applicants of 15,000 shares, the remaining applicants were 
refused allotment. Money overpaid on applications was applied towards 
sum due on allotment. 
• Adam, to whom 200 shares were allotted, failed to pay the allotment 
money and on his subsequent failure to pay the first call, his shares 
were forfeited. Barikiel, the holder of 400 shares, failed to pay both 
the calls, and his shares were forfeited after the second and final call. 
• Of the shares forfeited, 400 shares were sold to Chiku credited as fully 
paid up for TZS.850 per share, the whole of Adam’s shares being 
included. 
• Record Journal and Cash Book entries
Underwriting of shares 
• an underwriter is a person who undertakes to 
take-up the whole or a portion of the shares 
or debentures offered by a company to the 
public for subscription in the circumstances, if 
the public does not subscribe them. The 
company pays commission to an underwriter 
for the services provided by him. It is known 
as underwriting commission. The agreement 
between company and underwrite is called 
underwriting.
Underwriters may be persons or institutions, who undertake the responsibility of buying 
whole or part of shares or debentures offered to public if public does not subscribe them. 
Brokers are persons or institutions who help in subscribing shares or debentures offered 
to the public for brokerage. 
The specific differences between underwriters and brokers are given below. 
underwriters 
• An underwriter agrees to take 
up specified number of 
shares or debentures, which 
are not subscribed by the 
public 
• Underwriters have 
responsibility and therefore 
held liable to take up shares 
and debentures in case the 
public fails to subscribe 
• An underwriter gives 
guarantee of underwriting 
shares or debentures 
• An under writer gets under- 
Writing commission 
Brokers 
• A broker helps in subscripting the 
shares and debentures of a 
company 
• Brokers have no responsibility 
hence they are not liable 
• A broker provides the service in 
subscribing the share 
• A broker gets brokerage fee
Types of Underwriting 
the main types of underwriting agreements include: 
a. Complete underwriting 
b. Partial under writing 
c. Firm underwriting and sub underwriting 
a) Complete underwriting: 
• When the complete issue of shares or debentures 
of a company is underwritten, it is called complete 
under writing. 
• The whole issue may be underwritten either by an 
individual or institution agreeing to take the entire 
risk or by a number of firms or institutions each 
agreeing to take the risk to a limited extent.
b) Partial underwriting: 
• When a part of the issue of shares or debentures of a 
company is underwritten, it is known as partial 
underwriting. 
• When an underwriter transfers a part of his underwriting 
risk by entering into a sub-agreement with other persons it 
is called sub-underwriting. Such persons are known as sub-underwriters. 
Sub-underwriting helps in spreading the risk. 
• Sometimes the whole issue may be underwritten by an 
individual institution agreeing to take the entire risk and 
shared by a number of firms or institutions each agreeing 
to take the risk to a limited extent. In such event the 
agreement between the company that has issued shares or 
debentures and the underwriter who has taken total risk is 
known as complete underwriting. 
• The agreement between the underwriter who has taken 
total risk of undertaking and other under writers who have 
shared the risk of undertaking from them is known as sub 
underwriting or partial underwriting.
c) Firm Underwriting: 
• When an underwriter agrees to buy a definite 
number of shares or debentures in addition to 
the shares or debentures undertaken as per the 
agreement, it is known as firm underwriting. 
• When the shares / debentures are over-subscribed 
these under writers get priority over 
the general public. 
• Even in case of over subscription, then 
underwriters are liable to take up the agreed 
number of shares or debentures.
Illustration 1: 
• A company issued 80,000 shares of TZS.1,500 
each. CRDB bank has underwritten the whole 
issue for a commission of 4%. Applications 
have been received for 75,000 shares, which 
were accepted and allotted by the company. 
All the amounts due have been received. Pass 
journal entries and prepare Statement of 
Financial Position
Solution: 
Journal Entries 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Bank A/c 112,500,000 
Equity share Applications A/c 112,500,000 
(Being application money received on 75,000 shares of TZS.1,500 each) 
• Equity share Application A/c 112,500,000 
Equity share capital A/c 112,500,000 
(Being allotment of 75,000 shares of TZS.1,500 each) 
• CRDB A/c 7,500,000 
Equity share capital A/c 7,500,000 
(Being allotment of 5000 shares of TZS.1,500 each not taken up by the 
public) 
• Commission on issue of shares A/c 4,800,000 
CRDB A/c 4,800,000 
(Being commission due to CRDB @ 4% on TZS.120,000,000) 
• Bank A/c 2,700,000 
CRDB A/c 2,700,000 
(Being balance due from CRDB received (7,500,000 - 4,800,000 = 2,700,000)
Statement of Financial Position of ... 
as on 
Liabilities TZS. Assets TZS. 
Share Capital: Current Assets: 
80,000 equity shares of Cash at Bank 115,200,000 
TZS.1,500 each fully (TZS.112,500,000 + 
paid 120,000,000 TZS. 2,700,000) 
Misc. Exp. 
Commission on 
-------- issue of shares 4,800,000 
120,000,000 20,000,000
Whole of issue of securities (Shares or debentures) is 
underwritten by a number of underwriters in an agreed 
ratio: 
• In this case the liability of the underwriters can be 
determined in any of the following two methods: 
• Method 1: The gross liability of each underwriter should be 
reduced first by marked applications and unmarked 
application should be deducted from the balance left in the 
ratio of their gross liability. The liability of each underwriter 
can be calculated as follows: 
• Gross liability according to the agreed ratio xxx 
• Less: Marked applications xxx 
• Balance left xxx 
• Less: Unmarked applications in the ratio of gross 
liability for applications xxx 
• Net liability xxx
Illustration 2: 
• Sungusungu & Co issued 200,000 equity 
shares. The whole of the issue was 
underwritten in the proportion of. A - 45%; B - 
30% ; C - 25%. 
• Applications were received for 180,000 shares 
of which 45,000 shares had the stamp of A; 
35,000 shares of B and for 20,000 that of C. 
• The remaining applications for 80,000 shares 
were not stamped. Show the liability of 
underwriters.
Solution: 
Statement showing the liability of Underwriters 
Particulars A B C Total 
45% 30% 25% 100% 
Shares Shares Shares Shares 
Gross liability 90,000 60,000 50,000 200,000 
Less: Marked appl. 45,000 35,000 20,000 100,000 
Balance left 45,000 25,000 30,000 100,000 
Less: Unmarked 
Applications * 36,000 24,000 20,000 80,000 
• Net liability 9,000 1,000 10,000 20,000 
• *In the ratio of gross liability 90,000: 60,000: 50,000 
or 45: 30: 25)
Method 2: 
• In this method the gross liability of each 
underwriter should be reduced first by the 
marked application in an agreed ratio. Then the 
unmarked applications, which are sent directly to 
the company, are to be apportioned in the ratio 
of balance left. The liability of each underwriter 
can be calculated as follows: 
• Gross: Liability according to the agree ratio xxx 
• Less: Marked applications xxx 
• Balance left xxx 
• Less: Unmarked applications in the ratio of 
balance left xxx 
• Net liability xxx
Illustration 3: 
Chunche & Co. Ltd had made an issue of 25,000 Equity 
shares of TZS.20,000 each. The entire issue has been 
underwritten as follows: 
• P & Co 8000 shares 
• Q & Co 7000 shares 
• R & Co 4000 shares 
• S & Co 6000 shares 
The applications marked by the underwriters are P & Co 
6,000 shares, Q & Co 4,500 shares, R & Co 3000 shares S 
& Co 4000 shares. Applications for 4500 equity shares are 
unmarked. 
Calculate the liability of each underwriter. In terms.. of 
underwriting agreement, the liability is to be ascertained 
in the ratio of gross liability as reduced by marked 
applications.
Solution: 
Statement showing the liability of underwriters (For shares not 
yet applied for) 
Particulars P & Co Q & Co R & Co S & Co Total 
Gross liability 8,000 7,000 4,000 6,000 25,000 
Less: Marked 
appl. 6,000 4,500 3,000 4,000 17,500 
Balance left 2,000 2,500 1,000 2,000 7,500 
Less: Unmarked 
or Direct 
Applications * 1,200 1,500 600 1,200 4,500 
Net liability 800 1,000 400 800 3,000 
*In the ratio of balance left or in the ratio of gross liabilities as 
reduced 2000:2500:1000:2000 or 4: 5: 2: 4)
Illustration 4: 
• NBC Ltd. underwrites the new issue of 4,000 
shares of TZS.10,000 each of Kioo Ltd. The 
agreed commission was 5% payable as 60% in 
cash and the rest in fully paid shares. The 
public subscribed for 1600 shares and the rest 
had to be taken up by the underwriter. The 
shares were subsequently quoted in the 
market at 15% discount. Pass necessary 
journal entries in the books of the company 
and underwriter and prepare shares account 
in the books of the underwriter.
Solution: 
Journal Entries in the books of Kioo Ltd 
Date Particulars LF Debit (TZS) Credit (TZS) 
• “ Bank A/c 16,000,000 
Share capital A/c 16,000,000 
(Being subscription of 1600 shares of TZS10,000 each by the public) 
• “ NBC Ltd A/c 24,000,000 
Share capital A/c 24,000,000 
(Being 2400 shares of TZS10,000 each issued to underwriter) 
• “ Commission on issue of shares A/c 2,000,000 
(or) underwriting commission A/c 
NBC Ltd A/c 2,000,000 
(Being commission due to NBC Ltd @ 5% on TZS.40,000,000) 
• “ NBC Ltd A/c 800,000 
Share capital 800,000 
(Being 40% of underwriting commission paid by issuing fully paid shares) 
• Bank A/c 22,800,000 
NBC Ltd A/c 22,800,000 
(Being balance received in cash from NBC Ltd)
Journal entries in the books of NBC Ltd 
Date Particulars LF Debit (TZS) Credit (TZS) 
• “ Shares in Kioo Ltd A/c 24,000,000 
Kioo Ltd 24,000,000 
(Being shares received from Kioo Ltd not taken over by the public) 
• Kioo Ltd A/c 2,000,000 
Underwriting commission 2,000,000 
(Being Commission on underwritten shares due from Kioo Ltd) 
• Shares in Kioo Ltd A/c 800,000 
Kioo Ltd A/c 800,000 
(Being 40% of Commission received in shares) 
• Kioo Ltd A/c 22,800,000 
Bank A/c 22,800,000 
(Being balance due to Kioo Ltd paid) 
• Underwriting commission A/c 2,000,000 
Profit & Loss A/c 1,720,000 
Shares in Kioo Ltd 3,720,000 
(Being loss on account of fall in the price of shares by 15% of 24,800,000)
Dr. Shares in Kioo Ltd A/c Cr 
Date Particulars Amount Date Particulars Amount 
TZS TZS 
Kioo Ltd 24,000,000 Underwriting 
Kioo Ltd 800,000 Commission 2,000,000 
Profit & 1,720,000 
Loss A/c 
(Balancing) Balance c/d 21,080,000 
24,800,000 24,800,000
When Part of the Issue of Securities is 
underwritten by a Number of Underwriters 
• In this case part of the whole issue (say 60% or 
70%) is underwritten by a number of 
underwriters for the balance (40% or 30%) 
concerned the company itself is the underwriter. 
• As far as the company is concerned all unmarked 
applications are treated as marked applications. 
• The method of calculating the liability of the 
underwriters is similar to the method followed in 
case of part of securities underwritten by one 
underwriter.
Illustration 6: 
• Wekeza Ltd. issued 15,000 Equity shares of 
TZS.1,000 each. The issue was underwritten as 
follows: 
• X = 30%, Y = 35%, Z = 15%. 
• The company received applications for 12,000 
shares only. Determine the liability of each 
underwriter.
Solution: 
• 80% of the shares have been underwritten by underwriters, 
for the rest 20% of the shares the company is treated as 
underwriter. 
Calculation of liability of each underwriter 
• Total number of shares issued 15,000 
• Less: Applications received 12,000 
• Unsubscribed applications 3,000 
• X’s liability - 30% of 3,000 = 900 
• Y’s liability - 35% of 3,000 = 1,050 
• Z’s liability - 15% of 3,000 = 450 
• Total liability of X, Y and Z = 900 + 1,050 + 450 = 2,400. This 
represents 80% of the total issue underwritten. The 
balance 20% (i.e., 3000 - 2400 = 600 shares), which is not 
underwritten, remains unissued.
Alternatively the liability of underwriters 
can be calculated as follows: 
Statement showing the liability of underwriters 
Particulars Total X Y Z Company 
Total liability 100% 30% 35% 15% 20% 
Total shares 15,000 4,500 5,250 2,250 3,000 
Less: Shares applied 
and allotted* 12,000 3,600 4,200 1,800 2,400 
Liability of 
underwriter 3,000 900 1,050 450 600 
• *12000 share to be distributed in the ratio of 30: 
35: 15: 20
Firm Underwriting 
• When an underwriter agrees to buy a definite number of shares or 
debentures in addition to the shares or debentures undertaken as per the 
agreement, it is known as firm underwriting. When the shares / debentures 
are over-subscribed these under writers get priority over the general public. 
Even in the case of over subscription, the underwriters are liable to take up 
the agreed number of shares or debentures. 
Open and Firm Underwriting: 
• An agreement to take-up shares of debentures only when the issue is not 
subscribed in full is called open underwriting. For example, if an underwriter 
guarantees the issue of 60,000 shares and the public applied for 40,000 
shares, then the underwriter has to purchase the balance of 20,000 shares, 
which are unsubscribed. When the public apply for all the shares issued, the 
underwriter has no liability against the shares. 
• But, when an underwriter make an agreement to purchase certain number of 
shares or debentures, irrespective of public subscription it is known as firm 
underwriting. Here the underwriter agrees to take specified number of 
shares or debentures, in addition to the unsubscribed shares or debentures. 
In case of over subscription the underwriter will have priority over the public 
in allotment of shares or debentures. Firm applications are treated as direct 
applications from the public and are included therein. The total liability of the 
underwriter is calculated as follows. 
• Total liability = Net liability for unsubscribed shares on the basis of 
underwriting agreement + liability under firm underwriting.
In case of firm underwriting calculation of unmarked application 
a) If marked application include firm underwriting 
unmarked application = Total subscription - Marked applications 
b) If unmarked application include firm underwriting 
unmarked application = (Total subscription - Marked application) + 
firm underwriting 
Illustration 7: 
A company issued 160,000 Equity shares which were underwritten as follows: 
• Mr. A - 96,000 Equity shares, M/s B & Co - 40,000 Equity shares, M/s C & 
Co - 24,000 Equity shares. These underwriters made the following firm 
underwriting Mr. A - 12,800 Equity shares, M/s B & Co - 16,000 Equity 
shares, M/s C & Co 4,800 Equity shares. The total applications excluding 
firm underwriting but including marked applications were for 80,000 
Equity shares. 
• The marked applications were as under. 
Mr. A - 16,000 Equity shares, M/s B & Co 20,000 Equity shares, M/s C & 
Co – 8000 
Equity shares. 
The underwriting contracts provide that the underwriters be given credit for 
firm application and the credit for the marked application be given in 
proportion to the shares underwritten. Show the allocation of liability.
Solution: Statement showing the liability of underwriters 
Particulars Mr. A M/s B & Co M/s C & Co Total 
Gross liability 96,000 40,000 24,000 160,000 
Less: Marked appl. 16,000 20,000 8,000 44,000 
Balance left 80,000 20,000 16,000 116,000 
Less: Unmarked 
Appl . * 21,600 9,000 5,400 36,000 
58,400 11,000 10,600 80,000 
Less: Firm underwr. 12,800 16,000 4,800 33,600 
Balance to be taken 
under the contract 45,600 -5,000 5,800 46,400 
Less: credit for 
excess of 4,000 +5,000 1,000 ---------------------------- 
M/s B & Co 
(Ratio 96: 24) 
Net liability 41,600 - 4,800 46,400 
Add: Firm under 
Writing 12,800 16,000 4,800 33,600 
Total liability 54,400 16,000 9,600 80,000 
* Unmarked application = Total subscription - Marked application (80,000 - 44,000 
= 36,000). (Gross liability Ratio = 96: 40: 24)
Illustration 8: 
• Mwananchi Ltd invited applications from public for 200,000 
equity shares of TZS.1,000 each at a premium of TZS.500 per 
share. The entire issue was underwritten by the underwriters P, 
Q, R, S to the extent of 30%, 30%, 20% and 20% respectively 
with the provision of firm underwriting of 6,000, 4,000, 2,000 
and 2,000 shares respectively. The underwriters were entitled to 
the maximum commission permitted by law. 
• The company received applications for 140,000 shares from 
public out of which application for 38,000, 20,000, 42,000 and 
16,000 shares were marked in favor of P, Q, R, S respectively. 
Calculate the liability of each underwriter assuming: 
• a) firm underwriting shares on par with marked applications 
• b) firm underwriting shares on par with unmarked applications. 
• Also ascertain the commission
Solution: 
a) Firm underwriting shares on par with marked applications 
Particulars P Q R S Total 
Gross liability 60,000 60,000 40,000 40,000 200,000 
Less: Unmarked 
Applications * 7,200 7,200 4,800 4,800 24,000 
Balance left 52,800 52,800 35,200 35,200 176,000 
Less: Marked appl. 38,000 20,000 42,000 16,000 116,000 
Balance left 14,800 32,800 (6,800) 19,200 60,000 
Less: Firm underwr. 6,000 4,000 (2,000) 2,000 14,000 
Balance left 8,800 28,800 (8,800) 17,200 46,400 
Less: Credit of 
Surplus ** 3,300 3,300 8,800 2,200 ? 
Net liability 5,500 25,500 - 15,000 46,500 
Add: Firm underwrit.6,000 4,000 2,000 2,000 15,000 
Total liability 11,500 29,500 2,000 17,000 60,000 
• *(140,000 - 116,000 = 24,000) in the ratio of 6: 6: 4: 4 or 3: 3: 2: 2) 
• ** R’s surplus to P, Q & S in the gross liability ratio 6: 6: 2 or 3: 3: 2
b) Firm underwriting shares on par with unmarked applications 
Particulars P Q R S Total 
Gross liability 60,000 60,000 40,000 40,000 200,000 
Less: Unmarked app* 11,400 11,400 7,600 7,600 38,000 
Balance left 48,600 48,600 32,400 32,400 162,000 
Less: Marked appl. 38,000 20,000 42,000 16,000 116,000 
10,600 28,600 (9,600) 16,400 46,000 
Less: Credit of surp** 3,600 3,600 9,600 2,400 - 
Net liability 7,000 25,000 - 14,000 46,000 
Add: Firm underwriting6,000 4,000 2,000 2,000 14,000 
Total liability 13,000 29,000 2,000 16,000 60,000 
• ***Commission payable 1,500 1,500 1,000 1,000 5,000 
• *(140,000-116,000) + 14,000 in the gross liability ratio 6: 6: 4: 4) 
• ** R’s surplus to P, Q, S in gross liability ratio 6: 6: 4 
• ***The rate of commission is not specified. Therefore it is calculated at 2.5% as per the 
practice laid down by SEBI for illustrative purposes. 
• Unmarked application = (Total subscription - Marked application) + firm underwriting
Illustration 9: 
• X Ltd. issued 2,000 shares of TZS.1,000 each and 
entered into an underwriting agreement with Y 
who agreed to underwrite the whole issue at a 
commission of 4% and entered into sub-underwriting 
agreement with Z for 5% of the 
issue at a commission of 3%. The public applied 
only for 75% of issue; hence the balance was 
take-up by the underwriters. Y sold the shares 
held by him @ TZS.800 per share. Pass journal 
entries and show the accounts in the books Y.
Solution: In the book of Y Journal Entries 
Date Particulars LF Debit (TZS.) Credit (TZS.) 
• Share in X Ltd A/c 500,000 
Bank A/c 500,000 
(Being 25% of the issue i.e., 500 shares of TZS.1,000 each taken up as per Underwriting agreement) 
• Bank A/c 80,000 
Commission A/c 80,000 
(Being 4% commission received on 2,000 shares of 1,000 each) 
• Z A/c 125,000 
Shares in X Ltd A/c 125,000 
(Being 25% of 500 shares given to Z under the sub-underwriting agreement) 
• Commission A/c 15,000 
Z A/c 15,000 
(Being commission @ 3% payable on 500 shares of TZS.1,000 each under sub- underwriting agreement) 
• Bank A/c 110,000 
Z A/c 110,000 
(Being amount due from Z received) TZS.125,000 - 15,000 = 110,000 
• Bank A/c 300,000 
Shares in X Ltd. A/c 300,000 
(Being sales of 375 shares @ TZS.800 per shares) 
• Commission A/c 75,000 
Shares in X ltd A/c 75,000 
(Being loss on shares transferred to commission A/c) 
• Profit and loss A/c 10,000 
Commission A/c 10,000 
(Being balance in commission A/c transferred to Profit and loss A/c)
Bonus shares 
• Normally companies prefer to accumulate reserves out of 
profits for strengthening their financial position. 
• When a large amount of reserves are accumulated, 
companies like to distribute these reserves to the existing 
shareholders by way of either (a) Cash bonus or (b) Share 
Bonus. 
• If accumulated reserves are backed by adequate cash 
balance or liquidity position companies may prefer to 
distribute Cash Bonus. 
• When a company has large accumulated reserves not backed 
by sufficient cash balance; it may issue Bonus Shares to its 
shareholders. 
• This results into increase in the amount of share capital and 
distribution of dividend to the shareholders without release 
of any assets. Bonus shares are also known as Capital Bonus. 
• Bonus Shares may be issued by converting partly paid up 
shares as full paid up without receiving cash from the 
shareholders or it is given by the issue of free fully paid 
shares.
Meaning and Features 
Shares issued free of cost to the existing shareholders by way of capitalization of profits and 
reserves are known as Bonus Shares. Capitalization of profits and reserves imply acquiring 
of any profit or reserve permanently for the use of the company. The following are the 
features of Bonus shares. 
• 1) Bonus Shares are issued out of accumulated profits and reserves of companies. 
• 2) Bonus Shares are issued to the existing shareholders in certain specific proportion to 
the existing shares. For example 2: 1, one Bonus Shares for every two shares held . 
• 3) Against issue of Bonus Shares accumulated profits and reserves are capitalized. 
• 4) As a result of issue of Bonus Shares the total number of shares of each shareholder will 
increase and also the total paid up capital of the company increases. 
• 5) Bonus Shares issued do not affect the assets of companies and the total assets remain 
the same even after issue of Bonus Shares. 
• 6) Bonus Share is issued out of the following reserves and profits. 
• (i) Capital Redemption Reserve Account. 
• (ii) Securities Premium received in cash 
• (iii) General Reserves 
• (iv) Credit Balance in the Profit and Loss Account 
• (v) Capital Profit such as profit prior to incorporation, profit on purchase of business and 
profit on sale of fixed assets received in cash. 
• (vi) Any other reserves accumulated out of profits Item nos (i) and (ii) account balances 
can be utilized only for issuing fully paid Bonus Shares and not for making partly paid 
shares into fully paid. Other requirements could be provided for in the Companies Act of a 
respective country.
Guidelines for issue of Bonus shares 
• 1) The Articles of Association of the company permit the issue of Bonus 
Shares. 
• 2) Consent of Controller of Capital Issues 
• 3) The company should pass a resolution at the General Body Meeting 
for issuing Bonus Shares before an application is made to the Controller 
of Capital Issues. 
• 4) The company should furnish such resolution (item 3) for bonus issue 
before an application is mode to Controller of Capital Issues. 
• 5) Due to issue of Bonus Shares if the subscribed and paid up capital 
exceeds the authorized capital a resolution must be passed at the 
general body meeting in respect of increase in the authorized capital 
necessary. 
• 6) The Bonus issue is permitted from free reserves built out of the 
genuine profits or share premium collected in cash only. 
• 7) Development Reserve / Investment Allowance Reserve is considered 
as free reserve for the purpose of calculation of residual reserve. 
• 8) Reserves created by revaluation of fixed assets are not permitted to 
capitalize. 
• 9) The residual reserves, after the proposed capitalization should be at 
least 40% of the increased paid up capital.
Guidelines for issue of bonus shares contd: 
• 10) The number of Bonus Shares at one issue cannot be more than the number 
of shares already held. 
• 11) All contingent liabilities disclosed in the audited account, which have a 
bearing on the net profits, shall be taken into account in the calculation of the 
minimum residual reserves. 
• 12) 30% of the average profits before tax of the company for previous 3 years 
should yield a rate of dividend on the expanded capital base of the company at 
10%. 
• 13) Declaration of Bonus issue in lieu of dividend is not allowed. 
• 14) Between two successive announcements of Bonus issues by a company 
there should be a time lag of at least 36 months. 
• 15) Bonus issues are not permitted unless the partly paid shares if any existing, 
are made fully paid up. 
• 16) No Bonus issue will be permitted if there are sufficient reasons to believe 
that the company has defaulted in respect of the payment of statutory dues of 
the employees such as contribution to Provident Fund, Gratuity, Bonus, etc. 
• 17) Not more than two bonus issues will be allowed to a company over a period 
of five years. 
• 18) Applications for issue of Bonus shares should be made within one month of 
the Bonus announcements by the Board of Directors of
Accounting Treatment 
Bonus issue may be in two forms. (1) Conversion of partly paid up shares 
into fully paid shares or (2) Issuing new fully paid up shares. The accounting 
treatment under these both the forms are shown below: 
(a) When fully paid Bonus Shares are issued 
1) When amount transferred from reserves to Bonus Shares to shareholders 
Account: 
• Dr. Profit and Loss Appropriation A/c 
Dr. General Reserve A/c 
Dr. Capital Redemption Reserve A/C 
Dr. Share premium A/c 
Dr. Any other Reserve A/c 
Cr. Bonus to shareholders A/c 
(Being the amount transferred for issue of Bonus shares depending upon 
the available balances in the above accounts) 
2) When fully paid Bonus shares are issued: 
• Dr. Bonus to shareholders A/c 
Cr. share capital A/c 
Cr. share premium A/c (if issued at premium) 
(Being fully paid Bonus shares issued)
(b) When Bonus shares are issued for making partly 
paid up shares into fully paid. 
1) When amount transferred for Bonus payable to members: 
(shareholders) 
• Dr. Profit and Loss Appropriation A/c 
Dr. General Reserve A/c 
Dr. Capital profit A/c 
Cr. Bonus to Shareholders A/c 
(Being the amount transferred for Bonus payable to Shareholders) 
2) On making final call on the shares: 
• Dr. Share final call A/c 
Cr. Share Capital A/c 
(Being the amount due from the shareholders in respect of final 
call) 
3) On adjustment of Bonus towards final call 
• Dr. Bonus to Shareholders A/c 
Cr. Share Final call A/c 
(Being the bonus to shareholders applied towards meeting the call)
Illustration 1: 
The following are extracts from the Statement of 
Financial Position of ABC Ltd as on 31-3-2001. 
• Authorized Capital TZS. (10,000 equity shares of TZS. 
1,000 each) 10,000,000 
• Issued and subscribed capital: (5,000 equity shares of 
TZS. 1,000 each fully paid-up) 5,000,000 
• Reserve fund 3,500,000 
• Profit and Loss Account 1,000,000 
A resolution was passed to issue, 1,000 bonus shares of 
TZS. 1,000 each by providing TZS. 500,000 out of the P & 
L Account and the balance out of the Reserve Fund. 
Set out Journal entries to give effect to the resolution and 
show how they would affect the Statement of Financial 
Position.
Solution: 
JOURNAL 
Particulars Dr. Cr. 
TZS. TZS. 
• Profit and Loss A/c 500,000 
Reserve Fund 500,000 
Bonus to Shareholders A/c 1,000,000 
(Being the amount of the Reserve Fund and Profit 
and Loss A/c to be capitalized ) 
• Bonus to Shareholders A/c 1,000,000 
Share Capital A/c 1,000,000 
(Being issue of 1,000 bonus shares of TZS. 1,000 
each)
Bonus in the form of Fully Paid Shares at Par 
Illustration 2: 
• A Company has a share capital of TZS. 75,000,000 
in Equity Shares of TZS. 1,000 each. Out of the 
above, 50,000 shares were issued and fully paid 
up. The Company's General Reserve amounts to 
TZS. 50,000,000. The directors now propose to 
utilize the necessary amount from the general 
reserve for the purpose of declaring a bonus of 
TZS. 25,000,000 as fully paid bonus shares. The 
Articles of the Company permit such a course and 
necessary sanction has been obtained. 
• You are required to Show necessary journal 
entries in the books to record the new issue of 
bonus shares.
Solution: 
Journal 
Particulars LF Dr. Cr. 
TZS. TZS. 
Dr. General Reserve 
Account 25,000,000 
Cr. Bonus to Shareholders Account 25,000,000 
(Being bonus declared) 
Dr. Bonus to Shareholders 
Account 25,000,000 
Cr. Share Capital Account 25,000,000 
(Being utilization of bonus towards issue of 25,000 shares 
of TZS. 1,000 each, and distribution in the ratio of one 
share for every two shares held)
Bonus in the form of fully paid shares at premium 
Illustration 3: 
• A Company has a share capital of TZS. 
70,000,000 in Equity Shares of TZS. 1,000, 
each which are quoted, in the market at TZS. 
2,000. The company now declares a bonus of 
TZS. 60,000,000 out of its reserve and this 
bonus is to be paid by issue of fully paid Equity 
Shares of TZS. 1,000 each at a premium of TZS. 
500 per share. Show necessary journal entries 
to record the transactions.
Solution: 
Journal Entries 
Particulars LF Dr. (TZS.) Cr. (TZS.) 
• Reserve Account 60,000,000 
Bonus to Shareholders Account 60,000,000 
(Being bonus declared) 
• Bonus to 
Shareholders Account 60,000,000 
Share Capital Account 40,000,000 
Share Premium Account 20,000,000 
(Being 40,000 bonus shares of TZS. 1,000 each 
issued at TZS. 1,500 each
Illustration 8: 
The Statement of Financial Position of Nyachi Ltd. as on 
31st March 2001 is given below. 
Liabilities TZS. Assets TZS. 
Share Capital: 
• Authorized Share Capital Non-current Assets: 
30,000 Equity Shares of Freehold Property 10,000,000 
TZS.1,000 each 30,000,000 Current Assets: 
• Issued and paid up: Stock 12,000,000 
20,000 Equity Shares of Sundry Debtors 8,000,000 
TZS 1,000 each 20,000,000 Cash and Bank 22,000,000 
• Reserves and Surplus: 
Profit and Loss 14,000,000 
• Secured Loans: 
6% Debentures 12,000,000 
• Current Liabilities: 
Sundry Creditors 6,000,000 --------------- 
52,000,000 52,000,000 
At the Annual General Meeting it was resolved: 
• 1) To pay a dividend of 10% 
• 2) To issue one bonus share for every four shares held as on date of last Statement 
of Financial Position.
3) To give existing shareholders the option to purchase one share of TZS.1,000 each at TZS 
1,400 for every four shares held prior to the issue of bonus shares. 
4) To repay the debentures at a premium of 4%. 
All the shareholders exercise the option in (3) above. Show necessary journal entries and 
prepare the Statement of Financial Position after the resolutions have been given effect to. 
Ignore taxes. 
Solution: Journal Entries 
Particulars Dr. (TZS.) Cr. (TZS.) 
1. Profit and Loss Appropriation A/c 2,000,000 
Dividend Payable Account 2,000,000 
(Being Dividend 10% declared in the Annual General Meeting) 
2. Profit and Loss Appropriation A/c 5,000,000 
Bonus to Shareholders A/c 5,000,000 
(Being amount transferred for issue of bonus shares) 
Bonus to Shareholders Account 5,000,000 
Equity Share Capital A/c 5,000,000 
(Being bonus shares issued to existing Shareholders in the ratio of 4: 1) 
3. Bank Account (5,000 x TZS 1,400) 7,000,000 
Equity Share Capital Account 5,000,000 
Share Premium Account 2,000,000 
(Being issue of 5,000 new shares at TZS.1,400 each)
Nyachi Limited 
Statement of Financial Position as on 31.3.2001 
Liabilities TZS Assets TZS. 
Share Capital: 
• Authorized: Fixed Assets: 
30,000 Equity Shares of Freehold Property 10,000,000 
TZS 1,000 each 30,000,000 Current Assets: 
• Issued and Paid up: Stock 12,000,000 
25,000 Equity shares of Sundry Debtors 8,000,000 
TZS 1,000 each 25,000,000 Cash and Bank 
• for cash 5,000 Equity (220+70)-124.8m) 
• shares of TZS 1,000 5,000,000 16,520,000 
• issued as bonus shares Premium on Redp. 
Reserves and Surplus: of Debentures A/c 480,000 
• Profit and Loss A/c 7,000,000 
• Share Premium A/c 2,000,000 
• Current Liabilities: 
Sundry Creditors 6,000,000 
Dividend Payable 2,000,000 -------------- 
47,000,000 47,000,000
Advantages of Issue of Bonus Shares 
From the point of view of the company the 
following advantages can be derived from issue of 
Bonus Shares. 
• 1. Liquidity position of the company remains 
understated if bonus share are issued. 
• 2. Elimination of disparity between actual capital 
and effective capital can be made. 
• 3. After Bonus shares issue as the number of 
shares increases the rate of dividend will come 
down. This avoids resentment either from the 
workers for increases of wages or from customers 
for reducing prices. 
• 4. It is an inexpensive way of raising finance.
Contd: 
From the point of view of shareholders the following 
advantages can be derived: 
• 1. Bonus shares issue is equivalent to cash dividend as 
it enables to sell the shares in market and get the cash. 
• 2. It is an opportunity to the shareholders to invest in 
prosperous company, which is possible in the market 
only with higher premium. 
• 3. If the bonus is applied in extinguishing liability in 
respect of uncalled capital, the share will become fully 
paid up without involving the shareholders to pay 
further cash. 
• 4. The shareholders are not required to pay any income 
tax which they would have to pay had the dividends 
been paid in cash

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Issue of shares :corporate accounting

  • 1. ACC 202:FINANCIAL ACCOUNTING II II. Accounting for the Issue, forfeiture and re-issue of shares. DR. SRINIVAS MADISHETTI PROFESSOR,SCHOL OF BUSINESS MZUMBE UNIVERSITY
  • 2. OULINE OF UNIT II • Meaning and types of shares • Accounting for the issue of shares. • Prorata Issue of shares • Shares issued for other consideration • Underwriting share issue • Forfeiture and re-issue of shares. • Bonus share and Right Issue of shares
  • 3. Meaning and types of shares: Share Capital • A company raises capital by the issue of shares. • The total capital of the company is divided into smaller denominations - each part is known as a “share”. • These shares are issued for subscription. • The persons who contribute to the shares are called the “Shareholders”. • A share is evidenced by a share certificate which is issued by the company under its common seal. Each share has a distinct number.
  • 4. Information of Share Capital in the Statement of Financial Position Share capital is shown in the Statement of Financial Position under the following categories: • i) Authorized Capital: It is also called as ‘Registered Capital’ or ‘Nominal Capital’. It is the maximum capital that a company is authorized to raise and it is shown under capital clause of ‘Memorandum of Association’. • ii) Issued Capital: This is the capital which is offered to public for subscription. The difference between authorized capital and the issued capital represents the un-issued capital. • iii) Subscribed Capital: It refers to that part of the issued capital which has been subscribed or purchased by the public and also allotted to the directors of the company. Under this head the information must be given regarding shares allotted for consideration other than cash and shares allotted as fully paid-up by way of bonus shares. The sources from which bonus shares are issued must also be stated. • iv) Called-up Capital: It refers to that part of the subscribed capital which has been called up by the company for payment. • v) Paid up Capital: It refers to that part of the called up capital which has been actually paid up by the shareholders. Some of the shareholders might have defaulted in paying the allotment or call money. Such defaulted amount is known as calls in arrears from the called up capital. Calls in arrears are deducted to obtain the paid up capital. Calls in arrears due from directors have to be stated separately. • vi) Uncalled Capital: The amount of capital not called by the company is called uncalled capital. The other way of expressing it is the difference between the subscribed capital and called • vii) Reserve Capital: The amount of capital kept aside to call up only in the event of winding up is called reserve capital. A special resolution has to be passed for this purpos
  • 5. Share Capital Types Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" Subscribed Called-Up Capital 5 Issued Capital Authorized Capital Capital Paid-Up Capital Un-Issued Capital Unsubscribed Capital Un-Called Capital Calls in Arrears
  • 6. Share Capital Types - explained • Authorized or Registered Share Capital – Maximum amount of capital, which a company is allowed to Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" 6 raise during its lifetime – Based on the amount mentioned in the MoA • Issued Capital – The portion of authorized capital, which has been issued to all the investors including public – The amount of issued capital is taken in the balance sheet only if the total amount of issued capital is subscribed, called up by the company and paid by the share holders – Otherwise, its presentation is similar to authorized capital
  • 7. Share Capital Types - explained Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" 7 • Subscribed Capital – The portion of the issued capital, which has been subscribed by all the investors including the public • Called up Capital – The portion of the subscribed capital that has been called up by the company for payments is the called up capital • Paid-up Capital – That part of called up capital, which has been paid up by the subscribers of share capital – The amount, which is due but yet to be received, is known as calls in arrears
  • 8. Format of Statement of Financial Position (Liabilities) Figures for the current year Figures for the previous year Share capital • Authorized Capital ... Equity shares of $. ..... each ..... ... Preference shares of $. ..... each ..... • Issued Capital ... Equity shares of $ .... each ..... ... Preference shares of $. .... each ..... (Of the above shares, ..... shares have been allotted for consideration other than cash.) • Subscribed capital .... Equity shares of $. .... each . .... called up .... ..... Pref shares of $. ...... each------ $...... called up ..... -------------- (Of the above shares, ..... shares have been allotted for consideration ) • Less: Calls unpaid (i) By directors ...... (ii) By others ..... .... .....
  • 9. Illustration 1: • A Pacha Ltd was newly formed with an authorized capital of TZS 500m, divided into 50,000 equity shares of TZS 10,000 each. The company issued 25,000 equity shares at a premium of TZS 1,000 per share payable TZS 2,000 on application, TZS 4,000 on allotment (including premium); TZS 3,000 on first call and TZS 2,000 on final call. Applications for 30,000 shares were received. Directors allotted the shares and excess money received was returned. The company made a call of TZS 10,000 per share (including premium). All shareholders paid the amount except one who failed to pay 1st call money on 800 shares. • Required: Show how these transactions will be reflected in the Statement of Financial Position of the Pacha Ltd.
  • 10. Solution :A Pacha Ltd Statement of Financial Position as on ..... • Liabilities Amount in TZS Assets Amount in TZS • Authorized Capital: 50,000 equity shares of TZS 10,000 each 500,000 ,000 • Issued Capital: 25,000 equity shares of TZS 10,000 each 250,000 ,000 • Subscribed Capital: 30,000 equity shares of TZS 10,000 each 300,000 ,000 • Called up and paid up Capital: Current Assets: 25,000 equity shares of TZS 10,000 each 250,000 ,000 cash at Bank 297,600 ,000 Less: Calls in arrears 2,400,000 • 800 equity shares @ TZS3,000 per share 2,400 247,600 ,000 • Reserves and Surplus: • Securities premium 25,000 equity share @ TZS 2,000 50,000 ,000 ------------------------------------------------------------------- 297,600 ,000 297,600 ,000
  • 11. Shares and Share Capital • In Companies Act, “share” is defined as a unit in the share 11 capital of the company • Now generally companies issue only two types of shares viz., Ordinary and Preference Shares • Ordinary equity shares represent the risk capital of an entity – No right to fixed dividends; Control through voting rights • Preference equity shares enjoy preferential rights with respect to payment of fixed dividend and repayment of capital at the time of liquidation • Additional rights can be granted to preference shares by virtue of provisions contained in the MoA and AoA
  • 12. Types of Preference Shares Classified on the basis of rights attached to them • Cumulative Preference Shares – Entitled to unpaid dividends in the past • Non-Cumulative preference shares – Shareholders do not carry any right to unpaid dividends • Participating Preference Shares – Carry a right to share in the profit after a fixed rate is paid to equity shareholders (over and above the fixed dividend) • Redeemable Preference shares • Cumulative Redeemable Non-Participating Preference shares 12 are most common
  • 13. Equity Shares: • The capital raised through issue of equity shares is called equity share capital and the persons who subscribe for the equity shares are called equity shareholders. The main features of equity shares are: • The equity shareholders generally enjoy voting rights. They have right to elect directors and to participate in the management. • The ratio of equity dividend is not fixed and can vary from year to year. • Equity capital is generally not redeemable during the life time of the company unless the company decides to buy back its shares.
  • 14. Sweat Equity Shares The Equity Shares issued by a company to employees or directors at a discount or for consideration other than cash for providing know-how or making available right in the nature of intellectual property rights or value addition are called Sweat Equity Shares. A company may issue sweat equity shares of a class of shares already issued if the following conditions are fulfilled. • a) The issue of sweat equity shares is authorized by a special resolution passed by the company in the general meeting. • b) The resolution specifies the number of shares, current market price, consideration, if any, and the class or classes of directors or employees to whom such equity shares are to be issued. • c) Not less than one year has, at the date of the issue elapsed since the date on which the company was entitled to commence business. • d) The sweat equity shares of a company whose equity shares are listed on a recognised stock exchange are issued in accordance with the regulations made by the Securities Exchange Board of of respective country.
  • 15. Accounting for the issue of shares.
  • 16. Issue of Shares • A company can issue shares when wants to raise fund. Shares are issued when a company invites for subscription for shares. The terms of issue of shares are mentioned in the prospectus of the company. Shares can be issued at par or at premium or at discount. If shares are offered to the public at face value, it is known as Issue of shares at ‘par’. • For example, issue of shares of the fair value of TZS.10,000/- at TZS.10,000/- only. Shares are said to be issued at premium if they are issued at a price higher than face value. For example, if the face value of a share is TZS.10,000/- and issued at say TZS.12,000/-, the shares are said to be issued at a premium of TZS.2,000/- per share. Shares are said to be issued at discount if they are issued for a price lower than the face value. For example if the face value of a share is TZS.10,000/- and issued at TZS 9/- a share, then the share is issued at a discount of TZS.1,000/-, in which case the shareholders have to pay only TZS.9,000/- per share.
  • 17. 17 Methods of Payment • Payment in Full • Payable by instalments
  • 18. 18 Payment in full The full amount of the issue price of the shares and debentures should be paid to the company on application whether or not the applicants will allot the shares and debentures.
  • 20. Issue of Securities 20 Issue of Prospectus Steps to Raise Capital Making Calls for payment of balance money Receiving Applications with Application Money Allotment of shares
  • 21. Receiving Applications • Needs to be in the prescribed form along with the prescribed application money and delays • The initial application money shall not be less than 5 percent • If within the prescribed time a company does not receive applications equal to the minimum subscription, the whole of the application money received has to be refunded to the applicants • For delays, the directors of the company are liable to repay the Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" 21 amount with a penal interest • Share application money has to be kept deposited in a scheduled bank until the company has received the minimum subscription
  • 22. Allotment of Shares • Implies acceptance of the offer of the applicant for the purchase of share of the company by the directors • Done when the company has received applications amounting to the minimum subscription • In case of over subscription, the allotment is based on a pro-rata basis in consultation with a stock exchange • Once the allotment is made the applicant becomes liable to pay the full amount of the shares allotted Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" 22
  • 23. • The company can either collect the whole amount due on such shares on allotment or a part on allotment and the balance in one or more installments • After allotment, installments demanded by the directors against the sum payable by shareholders on their shares are known as calls. Calls must be made on a uniform basis on all shares within the same class • Example: Using the installment route, Nagarjuna Fertilizers and Chemicals Limited issued Rs 10 par value share in 1990 (par value was divided as Rs 2.50 on application; Rs 2.50 on allotment; Rs 2.50 on first call; and Rs 2.50 on final call) Financial Accounting for Management by Ramachandran & Kakani “Copyright with Tata McGraw- Hill Publishing Co Ltd, 2005" Making Calls 23
  • 24. Over-subscription and Under-subscription of shares Sometimes the applications received may exceed the number of shares issued to the public. This situation is called over-subscription. Though the applications received may be more than the number of shares issued to the public, allotment can be made only equal to the number of shares that are issued. In such a case, Directors will have to refuse allotment to some applicants. For this purpose, any of the following methods can be used: • 1) Totally rejecting the applications for excess number of shares, e.g., shares issued are 20,000 but applications are received for 22,000 shares. Therefore, the excess number, 2,000, can be totally rejected and applicants for 20,000 shares only are allotted the shares. • 2) Allotment to all on pro rata basis. Here, no application is refused on allotment, but no applicant is allotted the shares in full as well. Each applicant receives the shares in the same proportion of “total shares issued to total shares applied for”. Thus, if shares issued are 20,000, and shares applied for are 30,000, then the proportion of shares issued to shares applied for is 20/30 or 2/3. Hence, allotment will be made in the same proportion that for every 30 shares applied, 20 shares will be allotted.
  • 25. contd;: • 3) (a) Totally rejecting some applications, and (b) Allotting to the remaining applicants on pro rata basis. Thus, when shares issued are 50,000 and shares applied for are 57,000, and if allotment made is: (i) Applications for 2,000 shares rejected totally, and ii) the remaining applicants allotted, pro rata, 50,000 shares: then (a) 57,000 - 2,000 = 55,000 shares are considered for allotting 50,000 shares. • Thus, every applicant for 11 shares is allotted 10 shares.
  • 26. Contd: 4) (a) Totally rejecting some applications ; (b) Accepting some applications in full ; and (c) Allotting the remaining on pro-rata basis –e.g., Shares issued are 55,000 and shares applied for are 88,000, and if allotment made is • a) Applications for 3,000 shares rejected totally, • b) Applicants for 5,000 shares allotted in full, and • c) Balance of applicants allotted the remaining shares on pro rata basis which is as follows: • a) 88,000 - 3,000 = 85,000 applications are remaining of which • b) 85,000 - 5,000 = 80,000 applications considered for pro rata issue. Of the 55,000 shares, 5,000 are allotted for (b) category and, hence 50,000 are to be now allotted. • c) 50,000 shares are allotted to applicants for 80,000 shares. • Hence,every applicant for 8 shares is allotted 5 shares.
  • 27. Excess money on Application: • When the pro rata system of allotment is made, the application money received will be in excess of the number allotted. This excess money received on un-allotted shares can be either, (a) refunded to the respective applicants, or (b) used for adjusting the amount due on the shares allotted. • If the second course is followed, the excess amount not refunded may be • a) equal to allotment money due on the shares allotted, in which case the concerned allottees need not pay anything on allotment, or • b) less than allotment money due, when the allottee is to pay only the deficit on allotment of shares, or • c) more than allotment money due, in which case the excess amount of application money is utilized, (i) first in adjusting the allotment money in full, and (ii) the balance is credited to Calls-in-advance account for adjustment with call money that will be due in future.
  • 28. Under-subscription: • Sometimes the application for shares is received for less than the number of shares issued. This is called under-subscription. In such a case, the allotment will be equal to the number of shares subscribed for and not to the shares issued. • For example, if 2,500,000 equity shares of TZS 1,000 each are issued, but only 2,000,000 equity shares are subscribed for, then the company will allot only 2,000,000 equity shares (and not 2,500,000 equity shares issued.)
  • 29. Issue of Shares- Journal Entries 1. When application money is received: Dr. Bank A/c xxx Cr. share Application A/c xxx (Being application money received) 2. On allotment of shares: • a) The application money on allotted shares is transferred from share application account to share capital A/c with the following entry. Dr. Share Application A/c xxx Cr. Share Capital A/c xxx (Being application money transferred to share capital A/c) • b) If any applications are totally rejected the application money should be refunded to the applicants. The following entry is passed for the refund. Dr. Share Application A/c xxx Cr. To Bank A/c xxx (Being Application money refunded) 3. For the allotment money due on the shares: Dr. Share allotment A/c xxx Cr. Share Capital A/c xxx
  • 30. Contd: 4. When allotment money is received: Dr. Bank A/c xxx Cr. Share Allotment A/c xxx • (Being the allotment money received) • It should be noted that the above entry should be passed with the actual amount received towards allotment money. 5. When the company makes the first call: Dr. Share First Call A/c xxx Cr. Share Capital A/c xxx (Being the first call money due) This entry should be passed with the amount called up on first call. 6. When first call money is received: Dr. Bank A/c xxx Cr. Share first call A/c xxx (Being first call received) • This entry is passed with the actual amount received on first call. • Similar entries are made for every call. The last call is called the final call. If there is only one call, it is known as first and final call.
  • 31. Illustration 2: • X Ltd., was registered on 1st January 2001 with an authorized capital of Rs.1,000,000 divided into 10,000 equity shares of Rs.100/- each. It issued 6,500 shares, payable as under: • Rs.25/- on Application; Rs.25/- on Allotment; Rs.30/- on First call and Rs.20/- on Final call. Public applied for 6,000 shares. All were allotted shares. All the money due was collected. Write up the necessary journal entries and prepare the opening Statement of Financial Position.
  • 32. Workings: • Dr. Bank A/c Cr. Date Particulars Amount Date Particulars Amount Rs. Rs. • To Equity Shares Applications 150,000 • To Equity Share Allotment 150,000 • To Equity Share First call A/c 180,000 • To Equity Share Final • call A/c 120,000 By Bal. c/d 600,000 600,000 600,000 • Balance b/d 600,000
  • 33. Solution: X Limited Journal Date Particulars LF Debit (Rs.) Credit (Rs.) • Bank A/c 150,000 Equity share application A/c 150,000 (Being Application money received @ Rs.25/- per share on 6,000 shares) • Equity Share Application A/c 150,000 Equity Share Capital A/c 150,000 (Being Application money transferred to Share Capital A/c) • Equity Share Allotment A/c 150,000 Equity Share Capital A/c 150,000 (Being Allotment money due @ Rs.25/- per share on 6,000 shares) • Bank A/c 150,000 Equity Share Allotment A/c 150,000 • (Being Allotment money received) • Equity Share First call A/c 180,000 Equity Share Capital A/c 180,000 (Being First call money due on 6,000 shares @ Rs.30/- per share)
  • 34. Contd: • Bank A/c 180,000 Equity Shares First call A/c 180,000 (Being First call money received) • Equity Share Final call A/c 120,000 Equity Share Capital A/c 120,000 (Being Final call money due @ Rs.20/- on 6,000 shares) • Bank A/c 120,000 Equity share final call A/c 120,000 (Being final call amount received)
  • 35. Statement of Financial Position of X Ltd. As on 31-12-2001 Liabilities Amount Assets Amount Rs. Rs. • Authorised Capital 10,000 Equity Shares of Rs.100/- each 1,000,000 • Issued Capital 6,500 Equity Shares of Rs.100/- each 650,000 • Subscribed Capital Current Assets 6,000 Equity Shares of Rs.100/- each 600,000 Cash at Bank 600,000 • Called up and paid up capital 6,000 Equity Shares of Rs.100/- each fully paid. 600,000 ------------------------------------------------------------------------------------------------------------ 600,000 600,000
  • 36. Calls in advance and calls in arrears Calls in Advance • Calls in advance refer to the amount paid by shareholders in excess of the amount due from them. A company may accept calls in advance only if authorized by the Articles. Such amount should be credited to a separate account called “Calls in Advance” account and not to share capital account. • The amount is transferred from calls in advance account to the respective call account as and when the calls are made. • If the calls are not made before the Statement of Financial Position date, the amount in calls in advance account is added to paid up capital in the Statement of Financial Position. • The directors must pay interest on calls in advance at a rate specified in the Articles from the date of receipt to the date when the calls fall due. • If the Articles are silent about the rate of interest, normally interest should be paid at a rate not exceeding 6% p.a. The following entries should be passed for the interest on calls in advance.
  • 37. Accounting entries for calls in advance • Dr. Interest on calls in advance A/c xxx Cr. Sundry Members A/c xxx (Being interest payable on calls in advance) • Dr. Sundry Members A/c xxx Cr. Bank A/c xxx (Being interest paid to members)
  • 38. Calls in Arrears • Calls in arrears refer to the amount called by the company which is not paid by the shareholders before the due date fixed for payment. Such amount is transferred to an account called calls in arrears account from the calls account. • The amount of calls in arrears is shown as deduction from the paid up capital in the Statement of Financial Position. • Interest may be charged on calls in arrears at the rate specified in the Articles from the due date to the actual date of payment. • If Articles is silent about the rate of interest as per Table - 1, it may be charged at a rate not exceeding 5% p.a. • The directors have the authority to waive the interest on calls in arrears at their discretion.
  • 39. The following entries are to be passed for interest on calls in arrears. For interest due: Dr. Sundry Members A/c xxx Cr. interest on calls in arrears A/c xxx (Being interest due from members) When interest is received: Dr. Bank A/c xxx Cr. Sundry members A/c xxx (Being interest received) • Interest on calls in arrears is an income and transferred to credit side of Profit and Loss A/c.
  • 40. Issue of Shares at Premium Companies may issue shares at premium i.e., at a price higher than its face value. The difference between issue price and face value is a capital profit and therefore should be credited to a separate account called “securities premium account”. Issue and use of share premium are guided by Companies Act of respective countries. Common provisions are that share premium can be used for the following purposes. i) For the issue of fully paid bonus shares to the members of the company. ii) For writing off preliminary expenses of the company. iii) For writing off expenses of commission paid or discount allowed on any issue of shares or debentures of the company; and iv) For providing premium payable on the redemption of any redeemable preference shares or debentures of the company. Unless otherwise stated, premium is included in allotment installment.
  • 41. Illustration 4: Bona Ltd. issued 15,000 equity shares of TZS.1000/- each at a premium of TZS.200/- per share. The amounts are payable as under. • On application TZS.400: on allotment TZS.400/- On First call TZS. 200: on Final call TZS.200/- • Public applied for 12,000 shares. All money due was collected except first call money on 200 shares and final call money on 300 shares. Pass necessary journal entries in the books of the company and prepare the opening Statement of Financial Position.
  • 42. Solution: Bona Limited Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Bank A/c 4,800,000 Equity Share Application A/c 4,800,000 (Being application money received on 12,000 shares @ TZS.400 per share) • Equity Share Application A/c 4,800,000 Equity share capital A/c 4,800,000 (Being application money transferred to share capital A/c) • Equity Share Allotment A/c 4,800,000 Equity share capital A/c 2,400,000 Securities premium A/c 2,400,000 (Being allotment money due on 12,000 shares @ TZS.400 per share)
  • 43. Solution contd: • Dr.Bank A/c 4,800,000 Cr.Equity Share Allotment A/c 4,800,000 (Being allotment money received) • Dr.Equity Share First Call A/c 2,400,000 Cr.Equity Share Capital A/c 2,400,000 (Being First call money due @ TZS.200/- per shares) • Dr.Bank A/c 2,360,000 Cr.Equity Share First call A/c 2,360,000 (Being First call money received on 11,800 shares)
  • 44. Solution contd: • Dr.Equity Share Final Call A/c 2,400,000 Cr. Equity Share Capital A/c 2,400,000 (Being Final call due on 12,000 Shares @ TZS.200 per share) • Dr.Bank A/c 2,340,000 Cr. Equity Share Final Call A/c 2,340,000 (Being Final call money received on 11,700 shares) • Dr.Call in arrears A/c 100,000 Cr.Equity Share First call A/c 40,000 Cr. Equity Share Final call A/c 60,000 (Being First call and Final call arrears transferred to calls in arrears
  • 45. Statement of Financial Position of Bona Ltd. as on 31-12-2008 Liabilities Amount TZS. Assets Amount TZS. • Authorised Capital • 15000 Equity Shares of TZS.1000/- each ..... 15,000,000 • Issued Capital • 15,000 equity shares • TZS.1,000/- each. 15,000,000 • Subscribed capital • 12,000 equity shares of • TZS.1,000/- each 12,000,000 • Called up and paid-up Capital: Current Assets • 12,000 Equity Shares 12,000,000 Cash at Bank 14,300,000 • of TZS.1,000/- each fully paid • Less: Calls in arrears 100,000 11,900,000 • Reserves and Surplus • Securities premium 2,400,000 • ------------------------------------------------------------------------------------------------------------ • 14,300,000 14,300,000
  • 46. Issue of Shares at Discount • A company can issue shares at a discount also i.e., at a price lower than face value subject to conditions stipulated in respective country’s Companies Act. Examples of the requirement section 69 of the Companied Act of India are: • i) The shares must belong to a class already issued. • ii) The issue must be authorized by an ordinary resolution of the company. • iii) The sanction of Company Law Board must be obtained. • iv) The resolution must specify the maximum rate of discount at which the shares are to be issued. No resolution shall be sanctioned by the Company Law Board if the maximum rate of discount specified in the resolution exceeds 10% unless it is of the opinion that a higher percentage of discount may be allowed in the special circumstances of the case. • v) At least one year must have elapsed since the date on which the company was entitled to commence the business. • vi) The issue must be made within two months from the date of receiving the sanction of the Company Law Board.
  • 47. contd Section 60(1) of the Companies Act 2002 of Tanzania provide that: • Subject as provided in this section, it shall be lawful for a company to issue at a discount shares in the company of a class already issued provided that: • (a) the issue of the shares at a discount must be authorised by resolution passed in general meeting of the company, and must be sanctioned by the court; • the resolution must specify the maximum rate of discount at which the shares are to be issued; • not less than one year must, at the date of the issue, have elapsed since the date on which the company was entitled to commence business; • the shares to be issued at a discount must be issued within one month after the date on which the issue is sanctioned by the court or within such extended time as the court may allow. • (b) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order sanctioning the issue, and on any such application the court may make an order sanctioning the issue on such terms and conditions as it thinks fit. • (c) Every offer document relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the offer document. • (d) If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.
  • 48. contd;: Accounting Entry • The following entry is passed for share discount at the time of allotment. Dr. Share Allotment A/c xxx Dr. Discount on Issue of Shares A/c xxx Cr. To Share Capital Account xxx • Discount on issue of shares is a capital loss and is shown as a fictitious asset under the head miscellaneous expenditure on the assets side of the Statement of Financial Position. Usually this loss is written off in four or five years by transferring to profit and loss A/c.
  • 49. Illustration 5: • Mwananchi Limited invited applications for 50,000 equity shares of TZS1,000/- each at a discount of 5% payable as follows: • TZS 200 on application; TZS 250 on allotment; TZS 300 on First call; TZS 200 on Final call. • The shares were all subscribed for and all money due was received except call money on 500 shares. Pass necessary journal entries and prepare the Statement of Financial Position.
  • 50. Issue of Shares for Purchase of Assets • Sometimes when the company purchases a fixed asset like building, land etc., and the vendors may accept shares of the company instead of payment of cash. When shares are issued on acquisition of a fixed asset, the following entries are passed. (i) On acquisition of fixed asset Dr. Fixed asset A/c xxx Cr. To vendors A/c xxx (Being asset acquired and consideration payable) (ii) On issuing Shares • Dr. Vendor’s A/c xxx Cr. To Share Capital A/c xxx (Being Shares issued to vendors) • It may be noted that there is no account for “Shares”. Whenever shares are issued, “Share Capital” Account is credited. • Whenever shares are issued for consideration other than cash, the same should be disclosed in the Statement of Financial Position while showing the issued, subscribed and paid up capital.
  • 51. Illustration 6: • Mwikwabe Limited acquired buildings worth TZS.20,000,000 and allotted to the vendors 20,000 equity shares of TZS.1,000/- each as fully paid. The company has also issued 80,000 equity shares for public subscription, payable as follows: on application TZS.300; on allotment TZS.300; on first and final call TZS.400. • The public applied for all the shares and they were allotted. All money was received except call money on 500 shares. • Pass necessary journal entries and show the opening Statement of Financial Position.
  • 52. Solution: Mwikwabe Limited Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Building A/c 20,000,000 Vendors A/c 20,000,000 (Being consideration payable for the building acquired). • Vendors A/c 20,000,000 Equity Share Capital A/c 20,000,000 (Being Shares issued to Vendors for purchase of building) • Bank A/c 24,000,000 Equity Share Application A/c 24,000,000 (Being application money received on 80,000 applications @ TZS.300/- per share). • Equity Share Application A/c 24,000,000 Equity Share Capital 24,000,000 • (Being share application money transferred to share capital A/c)
  • 53. Contd: • Dr.Equity Share Allotment A/c 24,000,000 Cr. Equity Share Capital 24,000,000 (Being Allotment money due on 80,000 equity shares @ TZS.300/- per share) • Dr.Bank A/c 24,000,000 Cr.Equity Share Allotment A/c 24,000,000 (Being Allotment money received) • Dr.Equity Share First & Final call A/c 32,000,000 Cr. Equity Share Capital A/c 32,000,000 (Being Call money due on 80,000 Equity Shares @ TZS.400/- per share) • Dr.Bank A/c 31,800,000 Cr.Equity Share First & Final Call A/c 31,800,000 (Being call money received on 79,500 Shares @ TZS.400/- per share). • Dr.Calls in Arrears A/c 200,000 Cr.Equity Share First and Final Call A/c 200,000 (Being arrears of calls transferred to calls in arrears A/c)
  • 54. Mwikwabe Limited Statement of Financial Position As on 31-12-2008 Liabilities Amount Assets Amount TZS. TZS. • Authorized Capital Fixed Assets • 100000..equity shares of • TZS.1,000/- each.. 100,000,000 Buildings 20,000,000 • Issued and Subscribed Capital • 100,000 equity shares TZS.1,000/- 100,000,000 • Called up and paid-up Capital: Current Assets • 100,000 Equity Shares of TZS.1,000/- Cash at Bank 79,800,000 each fully paid 100,000,000 • Less: Calls in arrears 200,000 • (of the above 20,000 equity shares • were issued to vendors for • consideration other than cash). • _____________________________________________________________________ 0 99,800.000 99,800,000
  • 55. Illustration 7: • Juhudi Ltd purchased a machinery of TZS. 54,000,000 from Wawekezaji Ltd. The consideration was payable in fully paid equity shares of TZS.1,000 each. Show the necessary journal entries in the books of Juhudi Ltd assuming that - • Case (a) such shares are issued at par • Case (b) such shares are issued at a premium of 20% • Case (c) such shares are issued at a discount of 10% [ hints: for premium 54000000/1000+200premium=45000shares; for discount: 54000000/1000-10% =900 =60,000shares ]
  • 56. Forfeiture and re-issue of shares. Forfeiture of Shares • If any member fails to pay any installments due (allotment money or call money), the company may, if the Articles contain a provision, forfeit the shares of such defaulting member, after giving due notice. • When the shares are forfeited the defaulting member loses all his rights on the shares and he ceases to be member of the company. • The amount already paid by him towards application money and any other installment will not be refunded to him. • Such amount already received will be treated as a capital profit and credited to a separate account called “Shares Forfeited A/c”.
  • 57. The following entry is passed at the time of forfeiture: • Dr. Share Capital A/c (with the amount called up on shares till the date of forfeiture) Cr. Shares Forfeited A/c (with the amount already received on the shares) Cr. various calls A/c (with amounts unpaid) (If unpaid calls are already transferred to calls in arrears account, the calls in arrears account will be credited with the amount unpaid. As the shares are forfeited, the arrears account should be cancelled and hence calls in arrears account is to be credited). • It may be noted here that Share Capital account is credited each time an installment is called up (even before the amount is received). When the shares are forfeited the share capital account should be debited with the total amount called up on forfeited shares.
  • 58. Illustration 1: The Directors of Sato Limited resolved that 1,000 equity shares of the 1,000/- each on which TZS.750/- per share is paid-up be forfeited for non-payment of the final call of TZS.250/- per share. Give Journal entry for forfeiture Sato Limited Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Equity Share Capital A/c 1,000,000 Share Forfeited A/c 750,000 Equity Share Final Call A/ 250,000 (Being 1,000 shares forfeited on account of non-payment of final call of TZS.250/- per share)
  • 59. Forfeiture of Shares which are issued at Premium • If shares are issued at a premium, the amount of premium must have been credited to securities premium account (usually at the time of allotment). • Later if these shares are forfeited, a question arises as to whether share premium account should be cancelled to the extent of premium on forfeited shares. • It may be noted here that securities premium account should be debited with the amount of premium on forfeited share if the premium is unpaid. • If the premium is already received on the forfeited shares, premium account is not debited.
  • 60. Contd: • For instance, if premium TZS.200 per share is included in allotment installment and 100 shares of TZS.1,000/- each are forfeited on account of non-payment of final call of TZS.400/- the following entry should be passed for forfeiture. • Dr. Share capital A/c 100,000 (100 x 1000 each) Cr. Shares forfeited A/c 60,000 (100 x 600) Cr. Shares Final Call A/c 40,000 (100 x 400) • Here share premium a/c is not cancelled as the share premium (included in allotment installment) is already received in cash. • Shares forfeited account is credited only with the amount received towards capital (excluding premium). • Total amount due on shares is TZS.1,000 + TZS. 200 = TZS.1,200; amount of final call TZS.400 is not received. This means that TZS.800/- per share is received. But of this TZS.600 is towards capital and TZS.200 is towards premium.
  • 61. In the above example, if only application money of TZS.200 per share is received and shares are forfeited for not receiving allotment and call money, the following entry should be passed. • Dr. Share Capital A/c 100,000 (100 x 1,000) Dr. Share Premium A/c 20,000 (100 x 200) Cr. Shares forfeited 20,000 (100 x 200) Cr. Calls in arrears 100,000 (100x 1,000) • Here calls in arrears is TZS.1,200 - TZS.200 = TZS.1,000 • Amount received on shares in TZS.200 per share = 200 x 100 = TZS.20,000
  • 62. Forfeiture of Shares issued at discount • If the shares issued at discount are forfeited a similar question arises regarding cancellation of discount on issue of shares on the shares forfeited. • It may be understood that the discount on forfeited shares should be cancelled as the discount account should show only the amount of discount on the remaining shares forming part of share capital.
  • 63. Illustration: 2 A company issued 10,000 equity shares of TZS.10,000/- each at a discount of TZS.1,000/- per share payable as under; TZS.2,000 on application; TZS.2,000 on allotment; TZS.2,000 on first call and TZS.3,000 as final call. Mr.Lusajo was allotted 300 shares. Give necessary journal entry relating to forfeiture in the following cases: Case 1: Lusajo failed to pay allotment money, his shares were forfeited Case 2: Lusajo failed to pay allotment money and on his failure to pay the first call his shares were forfeited. Case 3: Lusajo failed to pay first and final call on account of which his shares were forfeited. Solution: Case 1: • Dr. Share Capital A/c 1,500,000 (300 x 5,000) Cr. discount on issue of shares 300,000 (300 x 1,000) Cr. Share allotment 600,000 (300 x 2,000) Cr. shares forfeited 600,000 (300 x 2,000)
  • 64. Explanation: • As the shares are forfeited for not paying allotment money, the amount called up till the date of forfeiture is TZS.5,000 per share (TZS.2,000 on application + TZS.2,000 on allotment + TZS.1,000 discount allowed). • Hence share capital account should be debited with TZS.15,000 (300 x 5,000). • As the discount on forfeited shares should be cancelled, it is to be credited to discount account (TZS.1,000 x 300 = TZS. 300,000). • Allotment money due is TZS.2,000 per share. • Amount received on shares is TZS.2,000 per share (application money).
  • 65. Case 2: • Dr. Share Capital A/c 2,100,000 (300 x 7,000) Cr. Discount on issue of share A/c 300,000 (300 x 1,000) • Cr. Share allotment A/c 600,000 (300 x 2,000) • Cr. Share First call A/c 600,000 (300 x 2,000) • Cr. Share Forfeited A/c 600,000 (300 x 2,000) Explanation: Here Share capital account is debited with the amount called up till first call (TZS.2,000 on application + TZS.2,000 on allotment + TZS.1,000 towards discount allowed + TZS.2,000 on first call) = TZS.7,000 per share.
  • 66. Case 3: • Dr. Share Capital A/c 3,000,000 (300 x 10,000) Cr. Discount on issue of shares A/c 300,000 (300 x 1,000) Cr. Share First call A/c 600,000 (300 x 2,000) Cr. Share Final call A/c 900,000 (300 x 3,000) Cr. Shares Forfeited A/c 1,200,000 (300 x 4,000)
  • 67. Surrender of Shares • Sometimes if a shareholder cannot pay any installment, he may voluntarily surrender his shares to the company. • Even in case of surrender, entries are passed on the same lines as in case of forfeiture.
  • 68. Re-Issue of Forfeited Shares • A company can re-issue the shares forfeited in accordance with the provisions contained in the articles of the company. • Generally the shares are re-issued at a discount. But the discount on re-issue cannot exceed the gain made at the time of forfeiture on these shares (which is credited to shares forfeited account). • If the shares are originally issued at a discount, the discount at the time of re-issue can be up to a maximum of original discount on these shares plus ‘gain made at the time of forfeiture. • Original discount is debited to discount on issue of shares” account while the remaining amount is debited to shares forfeited account. • After the shares are re-issued, if still a balance remains in shares forfeited account representing the profit made at the time of forfeiture of these shares, it should be transferred to capital reserve account. • It may be noted that the balance relating to re-issued shares only is transferred so; which means that the profit on shares forfeited not yet re-issued should be in tact in the shares forfeited account.
  • 69. Illustration 3: • Magma Plc. forfeited 1,000 shares of 1,000/- each allotted to Mr. Pimbi after receiving TZS.300/- on application and TZS.200/- on allotment, on his failure to pay the first and final call of TZS.500/- per share. Later these shares were re-issued to Wilson as fully paid up for TZS.700/- per share. Pass journal entries for forfeiture & re-issue.
  • 70. Solution: Magma Plc. Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Share Capital A/c 1,000,000 Share First & Final call A/c 500,000 Share forfeited A/c 500,000 (Being 1,000 shares forfeited for non-payment of first & final call money of TZS.500/- per share) • Bank A/c 700,000 Shares forfeited A/c 300,000 Share Capital A/c 1,000,000 (Being 1000 shares forfeited re-issued @ TZS.700/- per share) • Shares forfeited A/c 200,000 Capital reserve A/c 200,000 (Being the balance in shares forfeited account transferred to capital reserves account on re-issue)
  • 71. Reissue of shares which are originally issued at premium • When the shares originally issued at a premium are forfeited and re-issued at a premium, premium will be credited to securities premium account. • Even if they were not originally issued at premium, the premium on re-issue is credited to securities premium account Illustration 4: A company forfeited 500 shares of TZS.1,000/- each issued at 10% premium (to be paid at the time of allotment) on which first call of TZS.300/- per share was not received. The final call of TZS.200/- per share was not yet made. Pass Journal entries for forfeiture and re-issue in the following cases. (1) 200 of the above shares were re-issued for TZS.900/- per share as TZS.800/- per share paid up. (2) 200 shares were re-issued for TZS.800/- per share as TZS.800/- per share paid up. (3) 200 shares were re-issued for TZS.800/- per share paid up was TZS.800/- per share. (4) 500 shares were re-issued for TZS.800/- per share paid up for TZS.500/- per share.
  • 72. Solution: Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Share Capital A/c 400,000 Share First call A/c 150,000 Share forfeited A/c 250,000 (Being 500 shares forfeited on account of non- payment of first call of TZS.300/- per share) • The above journal entry is common in all cases. The entries differ only on re-issue. Entries on Re-issue Case 1: • Bank A/c 180,000 Share Capital A/c 160,000 Securities Premium A/c 20,000 (Being 200 shares issued as TZS.800/- paid up for TZS.900/- per share) • Shares forfeited A/c 100,000 Capital Reserve A/c 100,000 (Being profit on 200 forfeited shares @500 per share re-issued transferred to capital reserve A/c)
  • 73. Case 2 • Dr.Bank A/c 160,000 Cr.Share Capital A/c 160,000 (Being 200 forfeited shares re-issued as TZS.800/- per share paid up) • Dr.Share forfeited A/c 100,000 Cr. Capital reserve A/c 100,000 (Being the profit on 200 forfeited shares re-issued transferred to capital reserve A/c)
  • 74. Case 3 • Dr.Bank A/c 140,000 Dr.Shares forfeited A/c 20,000 Cr.Share Capital A/c 160,000 (Being 200 forfeited shares re-issued as TZS.800/- paid up for TZS.700/- per share) • Dr.Shares forfeited A/c 80,000 Cr.Capital reserve A/c 80,000 (Being balance of profit on 200 forfeited shares re-issued transferred to capital reserve A/c)
  • 75. Case 4: • Dr.Bank A/c 250,000 Dr.Shares forfeited A/c 150,000 Cr.Share Capital A/c 400,000 (Being 500 shares issued for TZS.500/- per share, as TZS.800/- per share paid up) • Dr.Shares forfeited A/c 100,000 Cr.Capital reserve A/c 100,000 (Being balance of profit on forfeited shares re-issued transferred to capital reserve A/c). • It may be noted that in the first 3 cases, only 200 shares were re-issued. Profit made on these shares at that time of forfeiture is TZS.100,000 (200 x 500). Only this amount, after adjusting the discount allowed at the time of re-issue is transferred to capital reserve account. • While in the 4th case, all 500 shares are re-issued. Hence the entire balance in share forfeited account left after re-issue (TZS.250,000 - TZS.150,000) is transferred to capital reserve A/c.
  • 76. Reissue of shares which are originally issued at discount When shares originally issued at a discount are forfeited and re-issued at a discount, the original discount is debited to “Discount on issue of shares” a/c and the remaining discount is debited to “Shares forfeited A/c”. Illustration 5: PM Limited forfeited 100 shares of TZS.1,000/- each issued at a discount of 10% to Manoti on which he paid only application money of TZS.200/- per share as he failed to pay allotment money TZS.300/- per share. Show necessary journal entries for forfeiture and re-issue in the following cases. Case 1: • 80 shares were reissued for TZS.500 per share where as TZS.600/- paid up Case 2: • 80 shares were reissued for TZS.400/- per share where as TZS.600/- paid up Case 3: • All shares were re-issued as TZS.600/- paid up for TZS.600/- per share.
  • 77. solution: Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Share Capital A/c 60,000 Discount on issue of share A/c 10,000 Share Allotment A/c 30,000 Share forfeited A/c 20,000 (Being 100 shares forfeited for non-payment of allotment money of TZS.300/- per share). • The above forfeiture entry is common in all cases. • Only the entry for reissue differs in different cases. • It may be noted that share capital account is debited with TZS.600/- per share (Application money TZS.200 + Allotment money TZS.300 + discount allowed TZS.100/-)
  • 78. Entries on Re-issue Case 1: Journal Date Particulars LF Debit (TZS.) Credit (TZS.) • Bank A/c 40,000 Discount on issue of shares A/c 8,000 Share Capital A/c 48,000 (Being 80 shares issued at TZS.600 per share for TZS.500 per share) • Share forfeited A/c 16,000 Capital Reserve A/c 16,000 (Being profit on 80 shares re-issued transferred Capital reserve).
  • 79. Case 2: • Dr.Bank A/c 32,000 Dr.Discount on issue of shares A/c 8,000 Dr.Shares forfeited A/c 8,000 Cr.Share Capital A/c 48,000 (Being 80 shares re-issued for TZS.400 per share, original discount debited Discount account and the balance Shares forfeited A/c.) • Dr.Shares Forfeited A/c 8,000 • Cr.Capital reserve A/c 8,000 (Being balance of profit on 80 shares re-issued transferred Capital reserve A/c.
  • 80. Case 3: • Dr.Bank A/c 60,000 Cr.Share Capital A/c 60,000 (Being 100 shares re-issued for TZS.600/- per share) • Dr.Shares forfeited A/c 20,000 Cr.Capital Reserve A/c 20,000 (Being profit on forfeited shares transferred Capital reserve on re-issued)
  • 81. Pro-Rata Allotment, Forfeiture and Re-issue • Under oversubscription of shares it is not possible for the company to satisfy the demand of all the applicants. It rejects some applications altogether, allots in full some applications and makes a pro rata allotment on some other applications. • In solving questions relating to over-subscription, students face the difficulty only at such places where some of the shares belonging to pro rata category are forfeited. In such case the calculation of amount to be forfeited poses a problem which is to be calculated by finding the amount the applicant sent on total shares applied for. Therefore, to reach correct solution the following procedure is recommended:
  • 82. Contd: • a) Calculate total shares applied for. • b) Multiply the number of shares with the application money. This gives total money sent with the applications. This amount is forfeited on default. • c) Deduct from it the amount due on application with the help of shares allotted. This gives money sent by the applicant in advance with the application. This money is available for adjustment towards allotment. • d) Calculate amount due on allotment and deduct from it the amount sent in advance with application as per (c) above. This gives the amount in arrears on allotment. It is credited to share allotment account at the time of forfeiture.
  • 83. Illustration 6: DEF Company Limited issued a prospectus inviting applications for 10,000 shares of TZS.1,000 each at premium of TZS.200 per share payable as follows: • On application TZS.200 • On allotment TZS.500 (including premium) • On first call TZS.300 • On second and final call TZS.200 Applications were received for 15,000 shares and pro rata allotment made on the applications for 12,000 shares. Money overpaid on application was utilized towards allotment money. • Mr. John, to whom 200 shares were allotted, failed to pay the allotment money and on his subsequent failure to pay the first call, his shares were forfeited. • Mr. Baraka, the holder of 300 shares, failed to pay both the calls, and his shares were forfeited after the second call. Of the shares forfeited, 400 shares were sold to Mr. Husein, credited as fully paid for TZS.900 per share, the whole of Mr. John’s shares being included. Pass the necessary journal entries to give effect the above and prepare Bank Account, Forfeited Shares Account and the Statement of Financial Position.
  • 84. Solution: DEF Company Limited Journal Entries Particulars Dr TZS. Cr. TZS. Bank account 3,000,000 Share application account 3,000,000 (Being application money received on 15,000 shares at TZS.200 per share) • Share application account 2,000,000 Share capital account 2,000,000 (Being allotment of 10,000 shares to the applicants of 12,000 shares) • Share allotment account 5,000,000 Share capital account 3,000,000 Security premium account 2,000,000 (Being amount due on account at TZS.500 - TZS.300 for capital and TZS.200 for premium - on 10,000 shares) • Share application account 1,000,000 Share allotment account 400,000 Bank (Note 1) 600,000 (Being surplus application money (10,000 shares were allotted on applications for 12,000 shares) used towards allotment money and refund of application money to applicants for 3,000 shares, to whom no allotment was made)
  • 85. contd: • Dr. Bank account 4,508,000 Cr. Share allotment account 4,508,000 (Being receipt of allotment money on 10,000 shares less Mr. John’s shares) (Note 4) • Dr.Share first call account 3,000,000 Cr. Share capital account 3,000,000 (Being first call of TZS.300 due on 10,000 shares) • Dr.Bank account 2,850,000 Cr.Share first call account 2,850,000 (Being receipt of first call money on 10,000 shares less 500 shares of Mr. John and Mr. Baraka) • Dr.Share capital account 160,000 Dr.Securities premium account 40,000 Cr.Share allotment account (Note 3) 92,000 Cr.Share first call account 60,000 Cr.Share forfeited account (Note 2) 48,000 (Being forfeiture of 200 shares held by Mr. John for non-payment of allotment money and the first call. Share capital debited at TZS.800 per share called up and share premium debited at TZS per share)
  • 86. Contd: • Dr.Share second and final call account 1,960,000 Cr.Share capital account 1,960,000 [Being amount due on second and final call at TZS.200 per share on 9,800 shares (10,000 shares less 200 shares forfeited) ] • Dr.Bank account 1,900,000 Cr.Share second and final call account 1,900,000 (Being receipt of second and final call money on 9,500 shares less 500 shares) • Dr.Share capital account 300,000 Cr.Share first call account 90,000 Cr.Share second and final call account 60,000 Cr.Share forfeited account 150,000 (Being forfeiture of Mr. Baraka’s 300 shares for non-payment of two calls) • Dr.Bank account 360,000 Dr.Shares forfeited account 40,000 Cr.Share capital account 400,000 (Being re-issue of 400 forfeited shares to Mr. Husein at TZS.900 per share – TZS. 100 per share discount on re-issue debited to shares forfeited account)
  • 87. Contd: • Dr.Share forfeited account 108,000 Cr.Capital reserve 108,000 (Being profit on re-issue of 400 shares transferred to Capital reserve account leaving a balance of TZS.100,000 in the shares forfeited account (TZS.1,000 per share on 100 shares of Mr.Baraka not yet re-issued)) Dr. Bank Account Cr. Share allotment account 4,508,000 Balance c/d 12,018,000 Share first call account 2,850,000 Share second and final call A/c 1,900,000 Share capital account 360,000 ______________________________________________________ 12,618,000 12,618,000 Balance b/d 12,018,000
  • 88. Contd: Dr. Forfeited Shares Account Cr. Particulars Amount Particulars Amount TZS. TZS. Share capital A/c 40,000 Share capital A/c 48,000 (Discount on re-issue) Share capital A/c 150,000 Capital reserve 1 08,000 (Profit on re-issue) Balance c/d 50,000 __________________________________________________________ 198,000 198,000 DEF Company Ltd. STATEMENT OF FINANCIAL POSITION as at ..... Liabilities and Capital (TZS) Assets (TZS) SHARE CAPITAL CURRENT ASSETS Authorized Cash at Bank 12,018,000 • .Shares of TZS.1000 Each ...... • Issued: 10,000 shares of TZS.1000 each 10,000,000 • Subscribed 9,900 shares of • TZS.1000 each fully paid 9,900,000 • Shares forfeited account 50,000 • RESERVES & SURPLUS • Securities premium 1,960,000 • Capital reserve 108,000 _________________________________________________________________________________ 12,018,000 12,018,000
  • 89. Contd: Notes: 1. Since total number of shares offered to the public was only 10,000, the allotment in no case should exceed 10,000 shares. This allotment has been made to those who applied for 12,000 shares. Others applying for 3,000 shares were not allotted any shares. Hence the refund of TZS.600,000. 2. Calculation of amount received from Mr. John Mr. John has paid TZS.48,000 in all as under: • When shares allotted were 10,000, shares applied for were 12,000 • When shares allotted were 200 shares applied for were 12,000/10,000 x 200 = 240 shares • Application money on 240 shares @ TZS.200 = TZS.48,000 3. Calculation of money due from Mr. John on allotment • Money due from Mr. John on account of allotment is not TZS.100,000 (i.e., 200 x 500) but TZS.184,000. This has been calculated as follows: • Total allotment due on 200 shares @ TZS.500 per share TZS.100,000 • Less: Advance from Mr. John received on application • adjusted towards allotment: • Received on application TZS.48,000 • Adjusted on application (200 x TZS.200) 40,000 8,000 TZS. 92,000 • Amount due on allotment 92,000 (4). Total sum received on allotment is: TZS.5,000,000 - 400,000 – 92,000 = TZS.4508,000
  • 90. Illustration 7: Pay Pal Limited issued a prospectus inviting application for 12,000 shares of TZS.1,000 each at a premium of TZS.200 per share, payable as follows: • On application TZS.200 per share • On allotment TZS.500 per share (including premium) • On 1st call TZS.300 per share • On second and final call TZS.200 per share Applications were received for 18,000 shares and allotment was made pro rata to the applicants of 15,000 shares, the remaining applicants were refused allotment. Money overpaid on applications was applied towards sum due on allotment. • Adam, to whom 200 shares were allotted, failed to pay the allotment money and on his subsequent failure to pay the first call, his shares were forfeited. Barikiel, the holder of 400 shares, failed to pay both the calls, and his shares were forfeited after the second and final call. • Of the shares forfeited, 400 shares were sold to Chiku credited as fully paid up for TZS.850 per share, the whole of Adam’s shares being included. • Record Journal and Cash Book entries
  • 91. Underwriting of shares • an underwriter is a person who undertakes to take-up the whole or a portion of the shares or debentures offered by a company to the public for subscription in the circumstances, if the public does not subscribe them. The company pays commission to an underwriter for the services provided by him. It is known as underwriting commission. The agreement between company and underwrite is called underwriting.
  • 92. Underwriters may be persons or institutions, who undertake the responsibility of buying whole or part of shares or debentures offered to public if public does not subscribe them. Brokers are persons or institutions who help in subscribing shares or debentures offered to the public for brokerage. The specific differences between underwriters and brokers are given below. underwriters • An underwriter agrees to take up specified number of shares or debentures, which are not subscribed by the public • Underwriters have responsibility and therefore held liable to take up shares and debentures in case the public fails to subscribe • An underwriter gives guarantee of underwriting shares or debentures • An under writer gets under- Writing commission Brokers • A broker helps in subscripting the shares and debentures of a company • Brokers have no responsibility hence they are not liable • A broker provides the service in subscribing the share • A broker gets brokerage fee
  • 93. Types of Underwriting the main types of underwriting agreements include: a. Complete underwriting b. Partial under writing c. Firm underwriting and sub underwriting a) Complete underwriting: • When the complete issue of shares or debentures of a company is underwritten, it is called complete under writing. • The whole issue may be underwritten either by an individual or institution agreeing to take the entire risk or by a number of firms or institutions each agreeing to take the risk to a limited extent.
  • 94. b) Partial underwriting: • When a part of the issue of shares or debentures of a company is underwritten, it is known as partial underwriting. • When an underwriter transfers a part of his underwriting risk by entering into a sub-agreement with other persons it is called sub-underwriting. Such persons are known as sub-underwriters. Sub-underwriting helps in spreading the risk. • Sometimes the whole issue may be underwritten by an individual institution agreeing to take the entire risk and shared by a number of firms or institutions each agreeing to take the risk to a limited extent. In such event the agreement between the company that has issued shares or debentures and the underwriter who has taken total risk is known as complete underwriting. • The agreement between the underwriter who has taken total risk of undertaking and other under writers who have shared the risk of undertaking from them is known as sub underwriting or partial underwriting.
  • 95. c) Firm Underwriting: • When an underwriter agrees to buy a definite number of shares or debentures in addition to the shares or debentures undertaken as per the agreement, it is known as firm underwriting. • When the shares / debentures are over-subscribed these under writers get priority over the general public. • Even in case of over subscription, then underwriters are liable to take up the agreed number of shares or debentures.
  • 96. Illustration 1: • A company issued 80,000 shares of TZS.1,500 each. CRDB bank has underwritten the whole issue for a commission of 4%. Applications have been received for 75,000 shares, which were accepted and allotted by the company. All the amounts due have been received. Pass journal entries and prepare Statement of Financial Position
  • 97. Solution: Journal Entries Date Particulars LF Debit (TZS.) Credit (TZS.) • Bank A/c 112,500,000 Equity share Applications A/c 112,500,000 (Being application money received on 75,000 shares of TZS.1,500 each) • Equity share Application A/c 112,500,000 Equity share capital A/c 112,500,000 (Being allotment of 75,000 shares of TZS.1,500 each) • CRDB A/c 7,500,000 Equity share capital A/c 7,500,000 (Being allotment of 5000 shares of TZS.1,500 each not taken up by the public) • Commission on issue of shares A/c 4,800,000 CRDB A/c 4,800,000 (Being commission due to CRDB @ 4% on TZS.120,000,000) • Bank A/c 2,700,000 CRDB A/c 2,700,000 (Being balance due from CRDB received (7,500,000 - 4,800,000 = 2,700,000)
  • 98. Statement of Financial Position of ... as on Liabilities TZS. Assets TZS. Share Capital: Current Assets: 80,000 equity shares of Cash at Bank 115,200,000 TZS.1,500 each fully (TZS.112,500,000 + paid 120,000,000 TZS. 2,700,000) Misc. Exp. Commission on -------- issue of shares 4,800,000 120,000,000 20,000,000
  • 99. Whole of issue of securities (Shares or debentures) is underwritten by a number of underwriters in an agreed ratio: • In this case the liability of the underwriters can be determined in any of the following two methods: • Method 1: The gross liability of each underwriter should be reduced first by marked applications and unmarked application should be deducted from the balance left in the ratio of their gross liability. The liability of each underwriter can be calculated as follows: • Gross liability according to the agreed ratio xxx • Less: Marked applications xxx • Balance left xxx • Less: Unmarked applications in the ratio of gross liability for applications xxx • Net liability xxx
  • 100. Illustration 2: • Sungusungu & Co issued 200,000 equity shares. The whole of the issue was underwritten in the proportion of. A - 45%; B - 30% ; C - 25%. • Applications were received for 180,000 shares of which 45,000 shares had the stamp of A; 35,000 shares of B and for 20,000 that of C. • The remaining applications for 80,000 shares were not stamped. Show the liability of underwriters.
  • 101. Solution: Statement showing the liability of Underwriters Particulars A B C Total 45% 30% 25% 100% Shares Shares Shares Shares Gross liability 90,000 60,000 50,000 200,000 Less: Marked appl. 45,000 35,000 20,000 100,000 Balance left 45,000 25,000 30,000 100,000 Less: Unmarked Applications * 36,000 24,000 20,000 80,000 • Net liability 9,000 1,000 10,000 20,000 • *In the ratio of gross liability 90,000: 60,000: 50,000 or 45: 30: 25)
  • 102. Method 2: • In this method the gross liability of each underwriter should be reduced first by the marked application in an agreed ratio. Then the unmarked applications, which are sent directly to the company, are to be apportioned in the ratio of balance left. The liability of each underwriter can be calculated as follows: • Gross: Liability according to the agree ratio xxx • Less: Marked applications xxx • Balance left xxx • Less: Unmarked applications in the ratio of balance left xxx • Net liability xxx
  • 103. Illustration 3: Chunche & Co. Ltd had made an issue of 25,000 Equity shares of TZS.20,000 each. The entire issue has been underwritten as follows: • P & Co 8000 shares • Q & Co 7000 shares • R & Co 4000 shares • S & Co 6000 shares The applications marked by the underwriters are P & Co 6,000 shares, Q & Co 4,500 shares, R & Co 3000 shares S & Co 4000 shares. Applications for 4500 equity shares are unmarked. Calculate the liability of each underwriter. In terms.. of underwriting agreement, the liability is to be ascertained in the ratio of gross liability as reduced by marked applications.
  • 104. Solution: Statement showing the liability of underwriters (For shares not yet applied for) Particulars P & Co Q & Co R & Co S & Co Total Gross liability 8,000 7,000 4,000 6,000 25,000 Less: Marked appl. 6,000 4,500 3,000 4,000 17,500 Balance left 2,000 2,500 1,000 2,000 7,500 Less: Unmarked or Direct Applications * 1,200 1,500 600 1,200 4,500 Net liability 800 1,000 400 800 3,000 *In the ratio of balance left or in the ratio of gross liabilities as reduced 2000:2500:1000:2000 or 4: 5: 2: 4)
  • 105. Illustration 4: • NBC Ltd. underwrites the new issue of 4,000 shares of TZS.10,000 each of Kioo Ltd. The agreed commission was 5% payable as 60% in cash and the rest in fully paid shares. The public subscribed for 1600 shares and the rest had to be taken up by the underwriter. The shares were subsequently quoted in the market at 15% discount. Pass necessary journal entries in the books of the company and underwriter and prepare shares account in the books of the underwriter.
  • 106. Solution: Journal Entries in the books of Kioo Ltd Date Particulars LF Debit (TZS) Credit (TZS) • “ Bank A/c 16,000,000 Share capital A/c 16,000,000 (Being subscription of 1600 shares of TZS10,000 each by the public) • “ NBC Ltd A/c 24,000,000 Share capital A/c 24,000,000 (Being 2400 shares of TZS10,000 each issued to underwriter) • “ Commission on issue of shares A/c 2,000,000 (or) underwriting commission A/c NBC Ltd A/c 2,000,000 (Being commission due to NBC Ltd @ 5% on TZS.40,000,000) • “ NBC Ltd A/c 800,000 Share capital 800,000 (Being 40% of underwriting commission paid by issuing fully paid shares) • Bank A/c 22,800,000 NBC Ltd A/c 22,800,000 (Being balance received in cash from NBC Ltd)
  • 107. Journal entries in the books of NBC Ltd Date Particulars LF Debit (TZS) Credit (TZS) • “ Shares in Kioo Ltd A/c 24,000,000 Kioo Ltd 24,000,000 (Being shares received from Kioo Ltd not taken over by the public) • Kioo Ltd A/c 2,000,000 Underwriting commission 2,000,000 (Being Commission on underwritten shares due from Kioo Ltd) • Shares in Kioo Ltd A/c 800,000 Kioo Ltd A/c 800,000 (Being 40% of Commission received in shares) • Kioo Ltd A/c 22,800,000 Bank A/c 22,800,000 (Being balance due to Kioo Ltd paid) • Underwriting commission A/c 2,000,000 Profit & Loss A/c 1,720,000 Shares in Kioo Ltd 3,720,000 (Being loss on account of fall in the price of shares by 15% of 24,800,000)
  • 108. Dr. Shares in Kioo Ltd A/c Cr Date Particulars Amount Date Particulars Amount TZS TZS Kioo Ltd 24,000,000 Underwriting Kioo Ltd 800,000 Commission 2,000,000 Profit & 1,720,000 Loss A/c (Balancing) Balance c/d 21,080,000 24,800,000 24,800,000
  • 109. When Part of the Issue of Securities is underwritten by a Number of Underwriters • In this case part of the whole issue (say 60% or 70%) is underwritten by a number of underwriters for the balance (40% or 30%) concerned the company itself is the underwriter. • As far as the company is concerned all unmarked applications are treated as marked applications. • The method of calculating the liability of the underwriters is similar to the method followed in case of part of securities underwritten by one underwriter.
  • 110. Illustration 6: • Wekeza Ltd. issued 15,000 Equity shares of TZS.1,000 each. The issue was underwritten as follows: • X = 30%, Y = 35%, Z = 15%. • The company received applications for 12,000 shares only. Determine the liability of each underwriter.
  • 111. Solution: • 80% of the shares have been underwritten by underwriters, for the rest 20% of the shares the company is treated as underwriter. Calculation of liability of each underwriter • Total number of shares issued 15,000 • Less: Applications received 12,000 • Unsubscribed applications 3,000 • X’s liability - 30% of 3,000 = 900 • Y’s liability - 35% of 3,000 = 1,050 • Z’s liability - 15% of 3,000 = 450 • Total liability of X, Y and Z = 900 + 1,050 + 450 = 2,400. This represents 80% of the total issue underwritten. The balance 20% (i.e., 3000 - 2400 = 600 shares), which is not underwritten, remains unissued.
  • 112. Alternatively the liability of underwriters can be calculated as follows: Statement showing the liability of underwriters Particulars Total X Y Z Company Total liability 100% 30% 35% 15% 20% Total shares 15,000 4,500 5,250 2,250 3,000 Less: Shares applied and allotted* 12,000 3,600 4,200 1,800 2,400 Liability of underwriter 3,000 900 1,050 450 600 • *12000 share to be distributed in the ratio of 30: 35: 15: 20
  • 113. Firm Underwriting • When an underwriter agrees to buy a definite number of shares or debentures in addition to the shares or debentures undertaken as per the agreement, it is known as firm underwriting. When the shares / debentures are over-subscribed these under writers get priority over the general public. Even in the case of over subscription, the underwriters are liable to take up the agreed number of shares or debentures. Open and Firm Underwriting: • An agreement to take-up shares of debentures only when the issue is not subscribed in full is called open underwriting. For example, if an underwriter guarantees the issue of 60,000 shares and the public applied for 40,000 shares, then the underwriter has to purchase the balance of 20,000 shares, which are unsubscribed. When the public apply for all the shares issued, the underwriter has no liability against the shares. • But, when an underwriter make an agreement to purchase certain number of shares or debentures, irrespective of public subscription it is known as firm underwriting. Here the underwriter agrees to take specified number of shares or debentures, in addition to the unsubscribed shares or debentures. In case of over subscription the underwriter will have priority over the public in allotment of shares or debentures. Firm applications are treated as direct applications from the public and are included therein. The total liability of the underwriter is calculated as follows. • Total liability = Net liability for unsubscribed shares on the basis of underwriting agreement + liability under firm underwriting.
  • 114. In case of firm underwriting calculation of unmarked application a) If marked application include firm underwriting unmarked application = Total subscription - Marked applications b) If unmarked application include firm underwriting unmarked application = (Total subscription - Marked application) + firm underwriting Illustration 7: A company issued 160,000 Equity shares which were underwritten as follows: • Mr. A - 96,000 Equity shares, M/s B & Co - 40,000 Equity shares, M/s C & Co - 24,000 Equity shares. These underwriters made the following firm underwriting Mr. A - 12,800 Equity shares, M/s B & Co - 16,000 Equity shares, M/s C & Co 4,800 Equity shares. The total applications excluding firm underwriting but including marked applications were for 80,000 Equity shares. • The marked applications were as under. Mr. A - 16,000 Equity shares, M/s B & Co 20,000 Equity shares, M/s C & Co – 8000 Equity shares. The underwriting contracts provide that the underwriters be given credit for firm application and the credit for the marked application be given in proportion to the shares underwritten. Show the allocation of liability.
  • 115. Solution: Statement showing the liability of underwriters Particulars Mr. A M/s B & Co M/s C & Co Total Gross liability 96,000 40,000 24,000 160,000 Less: Marked appl. 16,000 20,000 8,000 44,000 Balance left 80,000 20,000 16,000 116,000 Less: Unmarked Appl . * 21,600 9,000 5,400 36,000 58,400 11,000 10,600 80,000 Less: Firm underwr. 12,800 16,000 4,800 33,600 Balance to be taken under the contract 45,600 -5,000 5,800 46,400 Less: credit for excess of 4,000 +5,000 1,000 ---------------------------- M/s B & Co (Ratio 96: 24) Net liability 41,600 - 4,800 46,400 Add: Firm under Writing 12,800 16,000 4,800 33,600 Total liability 54,400 16,000 9,600 80,000 * Unmarked application = Total subscription - Marked application (80,000 - 44,000 = 36,000). (Gross liability Ratio = 96: 40: 24)
  • 116. Illustration 8: • Mwananchi Ltd invited applications from public for 200,000 equity shares of TZS.1,000 each at a premium of TZS.500 per share. The entire issue was underwritten by the underwriters P, Q, R, S to the extent of 30%, 30%, 20% and 20% respectively with the provision of firm underwriting of 6,000, 4,000, 2,000 and 2,000 shares respectively. The underwriters were entitled to the maximum commission permitted by law. • The company received applications for 140,000 shares from public out of which application for 38,000, 20,000, 42,000 and 16,000 shares were marked in favor of P, Q, R, S respectively. Calculate the liability of each underwriter assuming: • a) firm underwriting shares on par with marked applications • b) firm underwriting shares on par with unmarked applications. • Also ascertain the commission
  • 117. Solution: a) Firm underwriting shares on par with marked applications Particulars P Q R S Total Gross liability 60,000 60,000 40,000 40,000 200,000 Less: Unmarked Applications * 7,200 7,200 4,800 4,800 24,000 Balance left 52,800 52,800 35,200 35,200 176,000 Less: Marked appl. 38,000 20,000 42,000 16,000 116,000 Balance left 14,800 32,800 (6,800) 19,200 60,000 Less: Firm underwr. 6,000 4,000 (2,000) 2,000 14,000 Balance left 8,800 28,800 (8,800) 17,200 46,400 Less: Credit of Surplus ** 3,300 3,300 8,800 2,200 ? Net liability 5,500 25,500 - 15,000 46,500 Add: Firm underwrit.6,000 4,000 2,000 2,000 15,000 Total liability 11,500 29,500 2,000 17,000 60,000 • *(140,000 - 116,000 = 24,000) in the ratio of 6: 6: 4: 4 or 3: 3: 2: 2) • ** R’s surplus to P, Q & S in the gross liability ratio 6: 6: 2 or 3: 3: 2
  • 118. b) Firm underwriting shares on par with unmarked applications Particulars P Q R S Total Gross liability 60,000 60,000 40,000 40,000 200,000 Less: Unmarked app* 11,400 11,400 7,600 7,600 38,000 Balance left 48,600 48,600 32,400 32,400 162,000 Less: Marked appl. 38,000 20,000 42,000 16,000 116,000 10,600 28,600 (9,600) 16,400 46,000 Less: Credit of surp** 3,600 3,600 9,600 2,400 - Net liability 7,000 25,000 - 14,000 46,000 Add: Firm underwriting6,000 4,000 2,000 2,000 14,000 Total liability 13,000 29,000 2,000 16,000 60,000 • ***Commission payable 1,500 1,500 1,000 1,000 5,000 • *(140,000-116,000) + 14,000 in the gross liability ratio 6: 6: 4: 4) • ** R’s surplus to P, Q, S in gross liability ratio 6: 6: 4 • ***The rate of commission is not specified. Therefore it is calculated at 2.5% as per the practice laid down by SEBI for illustrative purposes. • Unmarked application = (Total subscription - Marked application) + firm underwriting
  • 119. Illustration 9: • X Ltd. issued 2,000 shares of TZS.1,000 each and entered into an underwriting agreement with Y who agreed to underwrite the whole issue at a commission of 4% and entered into sub-underwriting agreement with Z for 5% of the issue at a commission of 3%. The public applied only for 75% of issue; hence the balance was take-up by the underwriters. Y sold the shares held by him @ TZS.800 per share. Pass journal entries and show the accounts in the books Y.
  • 120. Solution: In the book of Y Journal Entries Date Particulars LF Debit (TZS.) Credit (TZS.) • Share in X Ltd A/c 500,000 Bank A/c 500,000 (Being 25% of the issue i.e., 500 shares of TZS.1,000 each taken up as per Underwriting agreement) • Bank A/c 80,000 Commission A/c 80,000 (Being 4% commission received on 2,000 shares of 1,000 each) • Z A/c 125,000 Shares in X Ltd A/c 125,000 (Being 25% of 500 shares given to Z under the sub-underwriting agreement) • Commission A/c 15,000 Z A/c 15,000 (Being commission @ 3% payable on 500 shares of TZS.1,000 each under sub- underwriting agreement) • Bank A/c 110,000 Z A/c 110,000 (Being amount due from Z received) TZS.125,000 - 15,000 = 110,000 • Bank A/c 300,000 Shares in X Ltd. A/c 300,000 (Being sales of 375 shares @ TZS.800 per shares) • Commission A/c 75,000 Shares in X ltd A/c 75,000 (Being loss on shares transferred to commission A/c) • Profit and loss A/c 10,000 Commission A/c 10,000 (Being balance in commission A/c transferred to Profit and loss A/c)
  • 121. Bonus shares • Normally companies prefer to accumulate reserves out of profits for strengthening their financial position. • When a large amount of reserves are accumulated, companies like to distribute these reserves to the existing shareholders by way of either (a) Cash bonus or (b) Share Bonus. • If accumulated reserves are backed by adequate cash balance or liquidity position companies may prefer to distribute Cash Bonus. • When a company has large accumulated reserves not backed by sufficient cash balance; it may issue Bonus Shares to its shareholders. • This results into increase in the amount of share capital and distribution of dividend to the shareholders without release of any assets. Bonus shares are also known as Capital Bonus. • Bonus Shares may be issued by converting partly paid up shares as full paid up without receiving cash from the shareholders or it is given by the issue of free fully paid shares.
  • 122. Meaning and Features Shares issued free of cost to the existing shareholders by way of capitalization of profits and reserves are known as Bonus Shares. Capitalization of profits and reserves imply acquiring of any profit or reserve permanently for the use of the company. The following are the features of Bonus shares. • 1) Bonus Shares are issued out of accumulated profits and reserves of companies. • 2) Bonus Shares are issued to the existing shareholders in certain specific proportion to the existing shares. For example 2: 1, one Bonus Shares for every two shares held . • 3) Against issue of Bonus Shares accumulated profits and reserves are capitalized. • 4) As a result of issue of Bonus Shares the total number of shares of each shareholder will increase and also the total paid up capital of the company increases. • 5) Bonus Shares issued do not affect the assets of companies and the total assets remain the same even after issue of Bonus Shares. • 6) Bonus Share is issued out of the following reserves and profits. • (i) Capital Redemption Reserve Account. • (ii) Securities Premium received in cash • (iii) General Reserves • (iv) Credit Balance in the Profit and Loss Account • (v) Capital Profit such as profit prior to incorporation, profit on purchase of business and profit on sale of fixed assets received in cash. • (vi) Any other reserves accumulated out of profits Item nos (i) and (ii) account balances can be utilized only for issuing fully paid Bonus Shares and not for making partly paid shares into fully paid. Other requirements could be provided for in the Companies Act of a respective country.
  • 123. Guidelines for issue of Bonus shares • 1) The Articles of Association of the company permit the issue of Bonus Shares. • 2) Consent of Controller of Capital Issues • 3) The company should pass a resolution at the General Body Meeting for issuing Bonus Shares before an application is made to the Controller of Capital Issues. • 4) The company should furnish such resolution (item 3) for bonus issue before an application is mode to Controller of Capital Issues. • 5) Due to issue of Bonus Shares if the subscribed and paid up capital exceeds the authorized capital a resolution must be passed at the general body meeting in respect of increase in the authorized capital necessary. • 6) The Bonus issue is permitted from free reserves built out of the genuine profits or share premium collected in cash only. • 7) Development Reserve / Investment Allowance Reserve is considered as free reserve for the purpose of calculation of residual reserve. • 8) Reserves created by revaluation of fixed assets are not permitted to capitalize. • 9) The residual reserves, after the proposed capitalization should be at least 40% of the increased paid up capital.
  • 124. Guidelines for issue of bonus shares contd: • 10) The number of Bonus Shares at one issue cannot be more than the number of shares already held. • 11) All contingent liabilities disclosed in the audited account, which have a bearing on the net profits, shall be taken into account in the calculation of the minimum residual reserves. • 12) 30% of the average profits before tax of the company for previous 3 years should yield a rate of dividend on the expanded capital base of the company at 10%. • 13) Declaration of Bonus issue in lieu of dividend is not allowed. • 14) Between two successive announcements of Bonus issues by a company there should be a time lag of at least 36 months. • 15) Bonus issues are not permitted unless the partly paid shares if any existing, are made fully paid up. • 16) No Bonus issue will be permitted if there are sufficient reasons to believe that the company has defaulted in respect of the payment of statutory dues of the employees such as contribution to Provident Fund, Gratuity, Bonus, etc. • 17) Not more than two bonus issues will be allowed to a company over a period of five years. • 18) Applications for issue of Bonus shares should be made within one month of the Bonus announcements by the Board of Directors of
  • 125. Accounting Treatment Bonus issue may be in two forms. (1) Conversion of partly paid up shares into fully paid shares or (2) Issuing new fully paid up shares. The accounting treatment under these both the forms are shown below: (a) When fully paid Bonus Shares are issued 1) When amount transferred from reserves to Bonus Shares to shareholders Account: • Dr. Profit and Loss Appropriation A/c Dr. General Reserve A/c Dr. Capital Redemption Reserve A/C Dr. Share premium A/c Dr. Any other Reserve A/c Cr. Bonus to shareholders A/c (Being the amount transferred for issue of Bonus shares depending upon the available balances in the above accounts) 2) When fully paid Bonus shares are issued: • Dr. Bonus to shareholders A/c Cr. share capital A/c Cr. share premium A/c (if issued at premium) (Being fully paid Bonus shares issued)
  • 126. (b) When Bonus shares are issued for making partly paid up shares into fully paid. 1) When amount transferred for Bonus payable to members: (shareholders) • Dr. Profit and Loss Appropriation A/c Dr. General Reserve A/c Dr. Capital profit A/c Cr. Bonus to Shareholders A/c (Being the amount transferred for Bonus payable to Shareholders) 2) On making final call on the shares: • Dr. Share final call A/c Cr. Share Capital A/c (Being the amount due from the shareholders in respect of final call) 3) On adjustment of Bonus towards final call • Dr. Bonus to Shareholders A/c Cr. Share Final call A/c (Being the bonus to shareholders applied towards meeting the call)
  • 127. Illustration 1: The following are extracts from the Statement of Financial Position of ABC Ltd as on 31-3-2001. • Authorized Capital TZS. (10,000 equity shares of TZS. 1,000 each) 10,000,000 • Issued and subscribed capital: (5,000 equity shares of TZS. 1,000 each fully paid-up) 5,000,000 • Reserve fund 3,500,000 • Profit and Loss Account 1,000,000 A resolution was passed to issue, 1,000 bonus shares of TZS. 1,000 each by providing TZS. 500,000 out of the P & L Account and the balance out of the Reserve Fund. Set out Journal entries to give effect to the resolution and show how they would affect the Statement of Financial Position.
  • 128. Solution: JOURNAL Particulars Dr. Cr. TZS. TZS. • Profit and Loss A/c 500,000 Reserve Fund 500,000 Bonus to Shareholders A/c 1,000,000 (Being the amount of the Reserve Fund and Profit and Loss A/c to be capitalized ) • Bonus to Shareholders A/c 1,000,000 Share Capital A/c 1,000,000 (Being issue of 1,000 bonus shares of TZS. 1,000 each)
  • 129. Bonus in the form of Fully Paid Shares at Par Illustration 2: • A Company has a share capital of TZS. 75,000,000 in Equity Shares of TZS. 1,000 each. Out of the above, 50,000 shares were issued and fully paid up. The Company's General Reserve amounts to TZS. 50,000,000. The directors now propose to utilize the necessary amount from the general reserve for the purpose of declaring a bonus of TZS. 25,000,000 as fully paid bonus shares. The Articles of the Company permit such a course and necessary sanction has been obtained. • You are required to Show necessary journal entries in the books to record the new issue of bonus shares.
  • 130. Solution: Journal Particulars LF Dr. Cr. TZS. TZS. Dr. General Reserve Account 25,000,000 Cr. Bonus to Shareholders Account 25,000,000 (Being bonus declared) Dr. Bonus to Shareholders Account 25,000,000 Cr. Share Capital Account 25,000,000 (Being utilization of bonus towards issue of 25,000 shares of TZS. 1,000 each, and distribution in the ratio of one share for every two shares held)
  • 131. Bonus in the form of fully paid shares at premium Illustration 3: • A Company has a share capital of TZS. 70,000,000 in Equity Shares of TZS. 1,000, each which are quoted, in the market at TZS. 2,000. The company now declares a bonus of TZS. 60,000,000 out of its reserve and this bonus is to be paid by issue of fully paid Equity Shares of TZS. 1,000 each at a premium of TZS. 500 per share. Show necessary journal entries to record the transactions.
  • 132. Solution: Journal Entries Particulars LF Dr. (TZS.) Cr. (TZS.) • Reserve Account 60,000,000 Bonus to Shareholders Account 60,000,000 (Being bonus declared) • Bonus to Shareholders Account 60,000,000 Share Capital Account 40,000,000 Share Premium Account 20,000,000 (Being 40,000 bonus shares of TZS. 1,000 each issued at TZS. 1,500 each
  • 133. Illustration 8: The Statement of Financial Position of Nyachi Ltd. as on 31st March 2001 is given below. Liabilities TZS. Assets TZS. Share Capital: • Authorized Share Capital Non-current Assets: 30,000 Equity Shares of Freehold Property 10,000,000 TZS.1,000 each 30,000,000 Current Assets: • Issued and paid up: Stock 12,000,000 20,000 Equity Shares of Sundry Debtors 8,000,000 TZS 1,000 each 20,000,000 Cash and Bank 22,000,000 • Reserves and Surplus: Profit and Loss 14,000,000 • Secured Loans: 6% Debentures 12,000,000 • Current Liabilities: Sundry Creditors 6,000,000 --------------- 52,000,000 52,000,000 At the Annual General Meeting it was resolved: • 1) To pay a dividend of 10% • 2) To issue one bonus share for every four shares held as on date of last Statement of Financial Position.
  • 134. 3) To give existing shareholders the option to purchase one share of TZS.1,000 each at TZS 1,400 for every four shares held prior to the issue of bonus shares. 4) To repay the debentures at a premium of 4%. All the shareholders exercise the option in (3) above. Show necessary journal entries and prepare the Statement of Financial Position after the resolutions have been given effect to. Ignore taxes. Solution: Journal Entries Particulars Dr. (TZS.) Cr. (TZS.) 1. Profit and Loss Appropriation A/c 2,000,000 Dividend Payable Account 2,000,000 (Being Dividend 10% declared in the Annual General Meeting) 2. Profit and Loss Appropriation A/c 5,000,000 Bonus to Shareholders A/c 5,000,000 (Being amount transferred for issue of bonus shares) Bonus to Shareholders Account 5,000,000 Equity Share Capital A/c 5,000,000 (Being bonus shares issued to existing Shareholders in the ratio of 4: 1) 3. Bank Account (5,000 x TZS 1,400) 7,000,000 Equity Share Capital Account 5,000,000 Share Premium Account 2,000,000 (Being issue of 5,000 new shares at TZS.1,400 each)
  • 135. Nyachi Limited Statement of Financial Position as on 31.3.2001 Liabilities TZS Assets TZS. Share Capital: • Authorized: Fixed Assets: 30,000 Equity Shares of Freehold Property 10,000,000 TZS 1,000 each 30,000,000 Current Assets: • Issued and Paid up: Stock 12,000,000 25,000 Equity shares of Sundry Debtors 8,000,000 TZS 1,000 each 25,000,000 Cash and Bank • for cash 5,000 Equity (220+70)-124.8m) • shares of TZS 1,000 5,000,000 16,520,000 • issued as bonus shares Premium on Redp. Reserves and Surplus: of Debentures A/c 480,000 • Profit and Loss A/c 7,000,000 • Share Premium A/c 2,000,000 • Current Liabilities: Sundry Creditors 6,000,000 Dividend Payable 2,000,000 -------------- 47,000,000 47,000,000
  • 136. Advantages of Issue of Bonus Shares From the point of view of the company the following advantages can be derived from issue of Bonus Shares. • 1. Liquidity position of the company remains understated if bonus share are issued. • 2. Elimination of disparity between actual capital and effective capital can be made. • 3. After Bonus shares issue as the number of shares increases the rate of dividend will come down. This avoids resentment either from the workers for increases of wages or from customers for reducing prices. • 4. It is an inexpensive way of raising finance.
  • 137. Contd: From the point of view of shareholders the following advantages can be derived: • 1. Bonus shares issue is equivalent to cash dividend as it enables to sell the shares in market and get the cash. • 2. It is an opportunity to the shareholders to invest in prosperous company, which is possible in the market only with higher premium. • 3. If the bonus is applied in extinguishing liability in respect of uncalled capital, the share will become fully paid up without involving the shareholders to pay further cash. • 4. The shareholders are not required to pay any income tax which they would have to pay had the dividends been paid in cash