Company Account 1
Company Account 1
ACCOUNTING
(Company)
By. Sukesh Sir
class-xii
Separate legal existence:- A Company is an artificial legal person and its entity is distrnct and separate from
its members . It is capable of entering into contracts, can file a suit against any person and can be sued in the
court of law. It can purchase and sell the properties, can also open a bank account in its own name.
Perpetual Succession:- The life of a company is not affected by the death , retirement or insolvency of
shareholders or directors. Shareholders may come and shareholders may go, but the company continues for ever,
unless the life of the company is terminated by some legal process under the Companies Act.
Common Seal:- The company has a common seal. Since the company has no physical existence, it can act only
through natural persons called directors. All documents prepared by the directors must bear the seal of the
company. The common seal is used as substitute for the signature of the company.
Limited liability:- The liability of a shareholder is limited to the unpaid value of the shares he owns. The
liability of a shareholder is extinguished on payment of the issue price of his shareholdings.
Transferability of shares:- The share of a company is freely transferable. Whenever the shareholders want
to dispose of the shares, they can do so by following the procedure devised for the purpose. But private companies
restrict the rights of members to transfer their shares in the company.
Separation of management from ownership:- Shareholders are the real owners of a company , But as the
number of shareholders is very large, neither it is possible nor desirable for each member to participate in the
management of the company. Thus, a company is managed by Board of Directors who are elected representatives
of the shareholders.
2 SARASWATI INSTITUTE,College sq,ctc, cont:8093390691 (Sukesh Sir)
Types of companies
Registered companies:- Registered companies are those companies which are formed and registered under the
Companies Act, 2013 or any previous company law. These companies are governed by the provisions of the
Companies Act, 2013
Statutory Companies:- Statutory companies are formed by the special Act passed by the central or state
legislature. The objects , powers, rights and responsibilities of these companies are defined in such special Acts.
These companies are formed mainly with an intention to provide the public services. Examples of statutory
companies are, Reserve Bank of India, Life Insurance Corporation of India, etc.
Chartered Company:-
Companies limited by shares:- A company limited by shares is a company in which liability of the members or
shareholders is limited only to the extent of amount unpaid on the shares held by them. As soon as the full amount
of the share is paid, the member becomes free from his liability. Such companies are also known as ‘Limited liability
companies and their name contains the word ‘Limited’ at the end.
Companies limited by guarantee:- A company limited by guarantee is one in which the liability of the members
is limited to such amount as he undertakes to contribute towards the assets in the event of winding up of the
company. These companies may or may not have share capital. If a company has share capital , then the liability of
the members is firstly limited to the extent of unpaid amount on shares held by them and secondly, in the event of
winding up , to the next extent of guarantee given by them, .
Private limited company: As per section 2 (68) of Companies Act, 2013 , a private company means a company
having a minimum paid up share capital of one lakh rupees or such higher paid up share capital as may be
prescribed and which by its Articles of Association. Private companies have some restrictions such as
i) Restricts the right of the members to transfer its shares,
ii) Limits the number of its members to 200 excluding the present and past employee members except in case
of one person company,
iii) Prohibits any invitation to the public to subscribe for any securities of the company, i.e shares or
debentures of the company. The minimum number of its members is two except in case of one person
company. The name of a private company must end with two words,” private limited”
Public limited Company: As per section 2(71) of the Companies Act , 2013, a public company is one which
i) Is not a private company,
ii) Is a private company, which is a subsidiary of a company, which is not a private company,
iii) Has a minimum paid up capital of five lakh rupees or such higher paid up capital as may be prescribed.
A public company must have a minimum of seven members .there is No 3 restrictions prescribed for Private
company.
Government Company:-
It is a company in which at least 51% of the share capital is held by the Central Government or by any State
Government or Governments or partly by the Central Government and partly by one or more State Governments.
Steel Authority of India Ltd. Is an example of Govt. Company.
Holding Company: A holding company which controls the composition of the Board of Directors of another
company and it holds more than one-half of the total share capital (equity share capital+ convertible preference
share capital) either on its own or together with any of its subsidiary companies . Thus a holding company can
control the policies of another company in which it holds majority of share capital.
Subsidiary Company: A subsidiary company is a company which is controlled by a holding company . In other
words, if a company controls the composition of Board of Directors of another company and it holds more than
50% of the total share capital (equity share capital+ convertible preference share capital) of such company, the
company so controlled is known as subsidiary company.
Associate Company: If a company holds 20% or more but less than 50% of the share capital of another company,
then the latter company will be the associate company of the former company.
Dormant Company: A dormant company is a company which is formed and registered under the Companies Act,
2013 for a future project or to hold an asset or intellectual property and has no significant accounting transactions
during last two financial years.
Foreign Companies:-
Foreign company means a company which is incorporated outside India and has a place of business in India
whether by itself or through an agent physically or through electronic mode and conducts any business activity in
India in any other manner.
One person Company (OPC):- One person company means a private limited company with only one person as its
member. Only a natural person who is an Indian citizen and resident in India can be a member of One person
Company. Resident in India means a person who has stayed in India for a period of not less than 182 days
immediately preceeding one calendar year. The name of OPC shall include the word ‘One Person Company’ between
the brackets below the name of the company.
SHARES
Meaning and Definition of Shares:
The capital of a company is usually divided into units of small denomination. Each unit is called a ‘share’.
Types of Shares:-
a) Equity shares
b) Preference shares
Equity Shares:- Equity shares are those shares which are not preference shares. The equity shareholders are the
real owners of the company and control the affairs of the company . They have voting rights in the meetings of the
company. As regards return of capital , equity shareholders get back their capital only when preference
shareholders get their capital in full.
Preference Shares:- Preference shares carry preferential rights as regards payment of dividend and repayment
of capital . In other words, preferential shares are those shares which carry the following rights:
a) They have a preferential right to receive dividend at a specified rate before any dividend is paid to the equity
shareholders
b) They have a preferential right to return of capital before the capital of equity shareholders is returned when
the company goes into liquidation.
Preference share holders generally do not possess voting right. However , they can vote if their own interests are
affected.
Cumulative Preference Shares:- Cumulative preference shares are those shares, the holders of which have a right
to receive the arrears of dividend before any dividend is paid to equity shareholders. If any year, the profits of the
company are insufficient to pay dividend to such preference shareholders , the dividend keeps on accumulating till
it is fully paid. This means all arrears of dividend must be paid as soon as the company makes any profit available
for dividend.
Non-Cumulative Preference Shares:- Non-cumulative preference shares are those shares, the holders of which
are not entitled to get arrear dividends out of the profits of subsequent years. If no dividend is declared in any year
due to any reason, such shareholders get nothing and they cannot claim such arrear dividends in any subsequent
year.
Participating Preference Shares:- Participating preference shares are those shares, the holders of which are
entitled to get a share in the surplus profits left over after paying dividend to equity shareholders at a particular
rate, in addition to preference dividend at a fixed rate . These shareholders are also allowed to get a share in surplus
assets of the company at the time of winding up after paying back both the preference and equity shareholders.
Non-Participating Preference Shares:- Non-Participating preference shares are those shares, the holders of
which are entitled to get a fixed rate of dividend only every year and do not have any right to share the surplus left
over after paying equity shareholders.
Redeemable Preference Shares:- Redeemable preference shares are those shares , the holders of which will be
repaid their capital by the company within a stipulated period in accordance with the terms of issue and the
fulfillment of certain conditions laid down in section 55 of the Companies Act 2013.
Irredeemable Preference shares:- Irredeemable preference shares are those shares , the orders of which are not
paid back their amount of capital before the winding up of the company . These shares are non- refundable to the
holders during the life time of the company.
Convertible Preference Shares:- Convertible preference shares are those shares, the holders of which are given
the right to convert their holdings into equity shares at the option of the holders of such shares, within a specified
period.
Non-Convertible Preference Shares:- Non-Convertible Preference shares are those shares, the holders of which
do not have the right to convert their holdings into equity shares.
SHARE CAPITAL
Meaning:-
A joint stock company should have capital in order to finance its activities. It raises capital by issue of
shares. When the total capital of a company is divided into shares, then it is called share capital. In other
words, the capital collected by a joint stock company for its business operation is known as ‘share capital
‘.
Capital Structure
Subscribed Un-subscribed
Share capital Share Capital
Called-up Un-called
Share Capital Share Capital/Reserve Capital
Autorised/Registered /Nominal Capital:- Authorised capital is the maximum amount of capital for
which a company is authorized to raise by issue of shares. The amount of such capital is mentioned in the
Memorandum of Association . Such share capital must be registered with the Registrar of Companies at
the time of incorporation.
Issued Capital:- Issued capital is that part of authorized capital which is actually offered for public
subscription.
Unissued share capital:-
The remaining part of authorized capital which is not issued to the public is known as ‘unissued capital’
which may be issued in future.
Subscribed Capital:- Subscribed Capital is that part of issued capital which is subscribed by the public.
The shares issued by a company for public subscription may not be applied for in full by the public.
Called up Capital:- Called up capital is that part of subscribed capital which has been called up for
payment by the directors from shareholders. The portion of the issue price of the shares which the
shareholders are called upon to pay is known as called up capital.
Uncalled capital:- Uncalled capital is that part of subscribed capital which is not called up by the
company. The company may call this amount as and when required.
Paid up Capital:- The paid up capital is that portion of called up capital which is actually received from
the shareholders. Usually the called up capital and the paid up capital are the same except where some
shareholders fail to pay the amount called up. Such an amount is called ‘calls-in-arrear.’
Reserve Capital: - 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 increase the nominal amount
of its share capital by increasing the nominal amount of each of its shares, and determine that no part of
its increased capital shall be called up except in the event of winding up of the company.
Issue of Shares at Par:- When shares are issued at a price equal to the face value or nominal value of shares, it is
known as shares issued at par. If the face value or nominal value of shares of a company is Rs 10 and such shares are
issued at Rs 10 each, the shares are said to have been issued at par.
Issue of Shares at a Premium:- When shares are issued at a price more than the face value or nominal value of shares ,
it is said to be issued at a premium . If the face value or nominal value of shares of a company is Rs 10 and such shares
are issued at Rs. 12 per share , the shares are said to have been issued at a premium, the premium amount being Rs 2
per share.
Calls-in-Arrear:-
If a shareholder fails to pay the amounts due on allotment or calls within a specified period, the amount not so paid by
the shareholder, is called ‘calls-in-arrear.’ There are two methods to deal with calls-in-arrear.
Interest on Calls-in-Arrear:-
According to Table F, interest shall be charged at a rate not exceeding 10% p.a .
Call-in Advance:-
If a shareholder pays in excess of what has been called up, the excess amount so received by the company, is called
‘Calls-in –Advance’. The amount so received is credited to call-in-Advance A/c.
Interest on Calls-in-Advance
If the articles of Association do not specify such rate of interest , provisions in the Table F of Schedule I of the
Companies Act, 2013 shall be applicable which leaves the matter to the Board of Directors, subject to a maximum rate
of 12% p.a.
Over-Subscription of Shares
If the number of shares applied for by the public is more than the number of shares offered by the company, the issue
is said to be over-subscribed. For example, a company invites applications from the public for issue 50,000 Equity
Shares and the public applied for 60,000 equity Shares.
Pro-rata Allotment:
Pro-rata allotment of shares means that all the applicants are allotted shares on proportionate basis. It means shares
are allotted in the ratio which the total number of shares to be allotted bears to the total number of shares applied for.
For example , if a company allots 10,000 shares to the applicants for 15,000 shares , it is a case of pro rata allotment in
the ratio of 10,000:15,000, i.e 2:3.
Issue of Shares for Cash by Public Subscription and payable in lump sum
When a company issues shares for which the consideration is payable in one installment instead of in ‘different
installments’ such as, share application, share allotment, etc. the issue price of share is payable in lump sum along with
application.
Issue of Shares for Cash by Private Placement
Sometimes a public limited company is confident of raising capital through private sources. In such a case, the
company does not invite public for subscription of shares . It makes private placement of shares to a selected group of
persons or institutional investors. Private placement of shares implies the issue of shares to a selected group of
persons.
FORFEITURE OF SHARES
If a shareholder fails to pay the amount due on allotment or on any call within the specified period, the directors may
cancel his shares. It is known as forfeiture of shares. In other words, forfeiture of shares means cancellation of shares
for non- payment of the amount due on allotment tor any call on shares.