Corporate Accounting-I
Corporate Accounting-I
Corporate Accounting-I
B – Semester-II (2022)
CORPORATE ACCOUNTING - I
DIVISION: A
PRN: 21010126079
BATCH: 2021-2026
SECTION A
DEFINITIONS:
According to Prof. L.H. Haney, “Company is an artificial person created by law having
separated entity with a perpetual succession and common seal”
CHARACTERISTICS OF A COMPANY:
The company has several distinct characteristics; the significant ones are discussed here:
2. Limited Liability
The liability of the shareholders of a company is limited to the nominal value of the
shares held by them. In the event of liquidation, the maximum loss of a shareholder is
equal to the nominal value of the shares held by him. The creditors have no claim on
the personal assets of the shareholders in the event of liquidation.
3. Transferability of Shares
The shares of a joint stock company are freely transferable. It does not require any
permission from the company or consent of other shareholders. The shares of listed
companies can be sold or purchased on the stock exchange and ownership transferred
without any difficulty. However, in case of a private limited company, the transfer of
shares is subject to the restrictions given in the company’s articles.
6. Continuous Existence
The companies generally have a continuous existence irrespective of changes in
ownership. In the cases of sole proprietorship and partnership, change in ownership
means the dissolution of the original business and formation of a new business.
7. Common Seal
Being an artificial person, a company can act through natural persons only. The acts
of a company are authorized by the “common seal”. The “common seal” is the official
signature of the company. A document not bearing the common seal is not binding on
the company.
TYPES OF COMPANIES:-
b. Private Company: A private company is one in which two or more persons get the
company registered under the Companies Act. The securities of such a company are
not listed on a recognized stock exchange, and they cannot invite the public to
subscribe for the shares/debentures. The members of a private company are restricted
from transferring the shares. The maximum number of members in a private
company is 200.
c. Public Company: A company which is formed by a minimum number of seven
members with a lawful object is termed as a public company. Its securities are listed
on a recognized stock exchange, and its shares are freely transferable. Further, there
is no limit on the maximum number of members in such a company. The subsidiary
of the public company is also considered as a public company.
3. SPECIAL COMPANIES
a. Government Company: The company whose at least 51% paid up share capital is
owned by Central Government/State Government, or partly by central and partly by
the state government. Further, it also covers a company whose holding company is a
government company.
b. Foreign Company: Any company registered outside the country that has a
business place in India or by way of an agent traditionally or electronically and
undertakes business operations in the country in any manner.
d. Public Financial Institution: The companies, which are engaged in financial and
investment business and whose 51% or more paid up share capital is held by Central
Government and are established under any act are termed as public financial
institutions. It includes LIC, ICICI, IDFC, IDBI, UTI etc.
a. Holding Company: A parent company that owns and controls the management and
composition of the Board of Directors of another company (i.e. subsidiary company)
is termed as a holding company.
b. Subsidiary Company: A company whose more than 51% of its total share
capital is owned by another company, i.e. a holding company either itself or together
with its subsidiaries, as well as the holding company also governs the composition of
Board of Directors is called the subsidiary company.
B. SHORT NOTES:-
1. Call in Advance
Calls-in-Advance refers to the amount received by the company in advance of calling for
payment by the shareholders. Calls-in-Advance are typically issued in response to an
oversubscription of shares. Excess application money is deducted from the amount due on
allotment or calls in this section. If the articles so provide, the excess application money
after allotment adjustment is transferred to an account designated as a Calls-in-Advance
Account. Occasionally, a small number of shareholders may prefer to pay the full amount
at the time of allotment. In this case, the advance funds for the future call(s) are also
transferred to the Calls-in-Advance Account.
2. Call in Arrear
When a company calls money as allotment or call money and a shareholder does not pay
the money, the amount not received is referred to as calls-in-arrears.
Rate of Interest: The Company is authorized to charge interest on the Calls-in-
Arrears at a rate specified in the Articles of Association from the last date fixed for
payment to the date of payment. But if the Articles of Association are silent, Table A
shall apply, which empowers the Board of Directors to charge interest at a rate not
exceeding 5% per annum.
Disclosure in Balance Sheet: The amount of the Calls-in-Arrears is shown by way
of deduction from the called-up capital in the Balance Sheet. Accounting Treatment
of Calls-in-Arrears
There are two methods of dealing with the Calls-in-Arrears:
a. Without Opening the Calls-in-Arrears Account: Under this method, there is
no need to pass any Journal entry for the Calls-in-Arrears because the difference
between the entry of the call money due and call money received will clearly
indicate the amount of the Calls-in-Arrears.
b. By Opening the Calls-in-Arrears Account: The alternative method to treat the
Calls-in-Arrears is by opening a ‘Calls-in Arrears Account’. If the amount of
calls has not been paid by some shareholders, the Calls-in-Arrears Account is
debited. In this case, allotment and other call accounts will not show any balance
but the Calls-in-Arrears Account will show a debit balance equal to the total
unpaid on various installments. If later on any amount is received, it is credited
to the Calls-in-Arrears Account.
b. Fulfillment of Entry Norms: The SEBI has laid down certain entry norms
(parameters) for accessing the primary market. A company can enter into the
primary market only if a company fulfils these entry norms.
d. Appointment of Bankers: Generally, the company shall nominate its own banker
to act as collecting agent. The bankers along with their branch network process the
funds procured during the public issue.
g. Filing of Documents: Documents such as draft prospectus, along with the copies
of the agreements entered into with the lead manager, underwriters, bankers,
Registrars, and brokers to the issue have to be filed with the Registrar of
Companies.
i. Listing the Issue: It is very essential to send a letter to the stock exchange
concerned where the issue is proposed to be listed.
j. Publication in Newspapers: The next step is to publish an abridged version of
the prospectus and the commencing and closing dates of issues in major English
dailies and vernacular newspapers.
k. Allotment of Shares: After close of the issue, all application forms are
scrutinized tabulated and then the shares are allotted against those applications
received.
4. Share Capital
Meaning:
Share Capital means the Capital raised by a Company by the issue of shares. Many
individuals and institutions contribute varying sums to the Company’s capital yet there is
no separate Capital Account for each of these individuals or institutions. There is one
Consolidated Capital Account called the Share Capital Account.
Kinds of Share Capitals:-
1. Authorized Capital
Authorized share capital refers to the entire capital that a corporation takes from its
investors by issuing shares that are listed in the company's official documentation.
This capital is also known as Registered Capital or Nominal Capital because it is
used to register a corporation. According to Section 2(8) of the Companies Act, 2013,
the ceiling on Authorized Capital is set by the Capital Clause in the Memorandum of
Association. The firm has the authority to take the steps necessary to increase the
authorized capital limit in order to issue more shares, but it is never allowed to issue
shares that exceed the authorized capital limit.
2. Issued Capital
Issued Share Capital refers to the portion of Authorized Share Capital that is made
available to the public for subscription. The act of issuing shares is referred to as
issuance, allocation, or allotment. Issued Share Capital is a subset of Authorized
Share Capital, to put it another way. After the allotment of shares, a subscriber
becomes a shareholder.
3. Unissued Capital
As previously indicated, companies issue shares on a regular basis. As a result, they
will have different approved and issued share capital. The company's unissued share
capital will be the difference between the two sums. The quantity of shares that a
company has available to raise capital is referred to as unissued capital.
4. Subscribed Capital
Subscribed Capital is that part of Issued Capital which has been subscribed for by the
public. If, say, 13,000 shares of 100 each are offered to the public and the public
applies for 12,000 shares, the Subscribed Capital will be 12, 00,000.
5. Called - up Capital
Called-up Capital refers to the portion of the Subscribed Capital that is used to pay
the shareholder. The company does not receive the entire amount of capital at once.
When installments are required, it uses a portion of the subscribed capital. The
remainder of the Subscribed Capital is referred to as Uncalled Capital.
For example, if the directors call at the rate of rupees 60 per share on 12,000 shares
of rupees 100 each, rupees 7, 20,000 will be called up Capital. The remaining amount
of rupees 40 per share will be Uncalled Capital.
6. Paid – up Capital
The term "Paid-up" refers to that portion of called up capital which has been actually
received from the shareholders. Usually the called-up Capital and the paid-up Capital
are the same except that some shareholders may not have paid the amount of calls.
Any unpaid amount is called 'Calls in arrear'. If a shareholder has paid 5 against the
called-up amount of 8, then 5 is paid-up amount. Paid up Capital will be called up
Capital less the amount of calls in arrears.
7. Reserve Capital
As per Section 65 of the Companies Act, 2013, only an unlimited company having a
share capital while converting into a limited company, may have reserve capital. In
such a case, the company by a resolution may
(i) Increase the nominal amount of its share capital by increasing the nominal amount
of each of its shares, and determine that no part of the increased capital shall be
called up except in the event of winding up of the company; or
(ii) Provide that a specified portion of its uncalled share capital shall not be called
except in the event of winding up of the company.
In such a case the increased capital in Case (i) or specified portion of uncalled capital
in case (ii) becomes Reserve Capital. It is available only for the creditors on the
winding up of the company.
8. Capital Reserve
Capital reserves are those reserves which are created out of Capital profits. Capital
profits are those profits which are not earned in the normal course of the business.
These reserves cannot be utilized for the distribution of dividends. Following are the
items that give rise to Capital profits and hence Capital Reserves:
(I) Profit on sale of fixed assets.
(II) Profit on revaluation of fixed assets.
(III) Premium on issue of shares and debentures.
(IV) Profit on redemption of debentures.
(V) Profit earned by a company prior to its incorporation.
(VI) Profit on forfeiture and re-issue of shares.
Capital Reserves are shown on the liabilities side of the Balance Sheet under the head
"Reserves and Surplus."
5. Stages in Formation of a Company
From the time the idea of forming a company is first conceived to the time the company
is actually formed and incorporated and commences business, there are four distinct
stages, namely:
(a) Promotion;
(b) Incorporation;
(c) Capital Subscription; and
(d) Commencement of Business.
A private company can commence business immediately after incorporation. That means,
only the first two stages are relevant for a private company.
C. Difference between :-
SUFFIX OF THE Should end with public limited or Should end with Pvt.
COMPANY limited Ltd
TRANSFERABILITY Easily transferable Transfer of shares is
restricted
BUSINESS Any business Any business Except
ACTIVITIES those where private
investment is not
allowed
RAISING OF FUNDS Can raise funds from the public by Cannot raise funds from
issuing a prospectus public raising of funds is
allowed through various
ways including issues of
equity, right issues etc
CONVERSION Can be converted into private Can be converted into
company voluntarily public company
voluntarily
MINIMUM SHARE No requirement for minimum share No requirement for
CAPITAL capital minimum share capital
SECTION B
1. On Application
2. On Allotment
3. On First Call
4. On Second & Final Call
5. Calls in arrears
6. Calls in advance
1. On Application
1.1 Explanation: Application money is a part of the share capital of the Company, and as
such, when the directors allot the shares, the share application money is transferred to
Share Capital Account.
1.2 Explanation: Sometimes, the directors do not allot any shares to some of the
applicants. The application money of such applicants is returned to them. The entry
will be:
1.3 Explanation: Those applicants who are allotted shares are sent letters of allotment in
which the number of shares allotted and the amount due on allotment is mentioned. As
soon as the allotment letters are issued, the allotment money becomes due and
becomes a part of Share Capital. The entry required is :
3. On First Call
6. Calls in Advance
Explanation: Calls in advance are excess funds received by a corporation that has been
called up. A Company may receive call in advance from its stakeholders if its Articles
allow it. When a business receives a payment like this, it must credit it to the calls-in-
advance account. The corporation considers calls-in-advance to be a debt until the calls
are made. The amount that has already been paid has been modified. When the number of
shares issued to a person is significantly less than the number he requested for, and the
rules of issue allow the firm to keep the money paid in advance of the application and
allotment money, calls-in-advance may occur.
Date Particulars L.F. Dr. Cr.
Bank A/C ----Dr.
To Calls in Advance A/C
(Being recording of the calls in advance)