After studying this chapter you should be able to understand:
The nature of internal reconstruction.
The need for internal reconstruction.
Sections 94 to 97 of the Companies Act relating to alteration of share capital.
Sections 100 to 105 of the Companies Act with respect to reduction of share capital.
Section 106 relating to variation of shareholders’ rights.
Section 391 to 393 and Section 394A of the Companies Act pertaining to compromise/ arrangement.
Significance of surrender of shares.
The accounting entries for the methods of reconstruction.
The construction of balance sheet after internal reconstruction.
The preparation of reconstruction account.
The important key terms associated with “internal reconstruction”.
Nowadays, companies have been constantly engaged in restructuring their financial structure to effect economy and enhance profitability. Of the many devices adopted by them, reconstruction is one such device to achieve the desired goal. During such reorganization process, if the task is accomplished without liquidating the company, it is referred to as “internal reconstruction”. It is primarily concerned with creating a robust financial position of a company. It brings forth a true, fair and real value of assets through which the true financial position of a company can be projected. In this chapter, the need and various methods employed for internal reconstruction are discussed in detail.
The following are the methods employed for internal reconstruction:
Under this method, alteration of share capital involving increase, consolidation or sub-division of share capital is done according to Section 94, 95 and 97 of the Companies Act.
Alteration will not involve reduction of share capital. Any public limited company can alter the capital clause of its Memorandum of Association (i) if it is authorized by its Articles of Association to carry out alteration and (ii) by an ordinary resolution passed in its general meeting. Alteration of share capital can be carried out in the following ways:
A company may increase its share capital by issuing new shares:
Accounting Entries: |
(Full Amount Payable on Application) |
|
(i) Bank A/c |
Dr. … |
|
To Share Application & Allotment A/c |
|
… |
(ii) Share Application & Allotment A/c |
Dr. … |
|
To Share Capital A/c |
|
… |
In this type, the existing shares of lower denomination are converted into shares of higher denomination.
Accounting Entry: |
|
|
Share (Equity or.… % Preference) Capital A/c |
Dr. … |
|
To Share (Equity or … … % Preference) Capital A/c |
|
… |
Example: A company having 1,00,000 12% preference shares of 10 each decided to consolidate the shares into shares of 100 each. Pass the needed journal entry.
One should note here that the paid up share capital remains the same, i.e. 10,00,000 only, but total number of shares is reduced to 10,000 from 1,00,000 shares. The face value of shares is increased from 10 to 100.
Care should be taken in case of partly paid shares to keep the proportion between the paid-up and unpaid amount at the same level after consolidation.
Example: A company with a subscribed capital of 1,00,000 divided into 10,000 equity shares of 10 each on which 6 per share are paid up. The company decides to consolidate equity shares of 10 each into 100 each. Pass the journal entry.
Accounting Entry:
Note: After consolidation, there is no change in the paid-up share capital i.e. 60,000. But the number of shares and its face value have changed. Paid-up value is also increased proportionately from 6 to 60.
In this case, all or any of its fully paid shares may be converted into one unit of stock.
Example: A company decided to convert its 10,000 equity shares of 10 each into 1,00,000 equity stock.
Pass the entry.
Stock (of one unit) may be converted into shares.
Example: 1,00,000 equity stock is converted into 1,000 equity shares of 100 each fully paid. Pass the entry.
A company may sub-divide its shares of higher denomination into shares of smaller denomination.
Example: A company has 5,000 equity shares of 100 each. It decides to sub-divide these shares into 10 each. Pass the required journal entry:
Paid-up capital remains unaffected whereas the face value of shares is reduced and the number of shares is increased.
Shares which have not been issued (till date) by the company are cancelled. These unissued shares are neither taken by any person nor agreed to be taken by any one.
On cancellation of unissued shares, the amount of share capital will be reduced to that extent that it only results in diminution of authorized share capital and it does not mean reduction share capital.
Example: A limited company has an authorized capital of 10,00,000 and issued capital of 7,50,000. It decides to alter its authorized capital (for unissued shares cancelled) to 7,50,000 and issued capital to 7,50,000.
There is no accounting entry for any cancellation of unissued shares. The reduced authorized capital is to be shown in the balance sheet of next accounting year only.
A Company can reduce its share capital as per the provisions of the Companies Act. Sections 100 to 105 of the Act laid down certain provisions with respect to reduction of capital. The following is the procedure to be followed for effecting reduction of share capital:
Reduction of share capital may take place in more than one form.
Form 1: Reducing the liability or extinguishing entirely the liability of the shareholders with respect to uncalled or unpaid amount.
When the uncalled amount of the share capital is reduced or entirely extinguished, the shareholders will be exempted from paying that amount to that extent in future. The shareholders are benefitted by such form of reduction of share capital.
Example: A company whose capital consists of 1,000 shares of 100 each, 75 called and paid, decides to reduce the shares into 1,000 shares of 75 each fully paid. Pass journal entry.
Net result: (i) Reduction in nominal value; (ii) No reduction in paid-up value.
Form 2—Refunding surplus capital: At times, some companies may be confronted with the problem of excess capital. Hence the company is forced to refund the excess capital to its members. The members will raise vehement objections because it will affect the security enjoyed by the creditors. Such a scheme of capital requiring the refund of surplus capital needs the approval of the Court.
(i) Share Capital A/c |
Dr. … |
(With the Amount to |
To Sundry Shareholder’s A/c |
|
… Be Refunded) |
(ii) Sundry Shareholders’ A/c |
Dr. … |
(With the Amount |
To Bank A/c |
|
… Actually Refunded) |
Example: A company whose paid-up capital includes 5,000 equity shares of 100 each fully paid decides to return 25 per share to the members, this reducing each share to 75 each, fully paid. Pass entries.
Net result: The share capital of the company will be reduced by the amount refunded. In this problem, the share capital is reduced from 5,00,000 to 3,75,000 because of the refund of 1,25,000 to the shareholders.
Form 3—Reducing the paid up capital (Writing off of lost capital not represented by assets): The share capital of the company which has been facing losses for a considerable period, usually continuously for a long period, may not be truly represented by the assets. The extent of loss will also get reflected in the form of goodwill, over-valuation of assets, etc. Hence, in the scheme of capital reduction, it is essential to write off or cancel that portion of capital which is already lost, not represented by assets accounting treatment.
A new account—reconstruction A/c or capital reduction A/c—has to be opened. The amount of reduction has to be credited to this account. This scheme of capital reduction may be carried out in the following two situations:
Situation 1—Reduction in the paid-up value and nominal value: In this case, the nominal value of the shares and the paid-up value is reduced.
Example: In a limited company, the shareholders agree to reduce the paid-up capital of 100 per share (10,000 shares) to fully paid shares of 60 per share. Pass entries.
Situation 2—Reduction in the paid-up value only: In this case, the nominal value of the shares remains the same. But the paid-up value is reduced.
Example: A company decides to reduce 30 per share on its 50,000 equity shares of 100 each fully paid. Pass the required journal entry.
The scheme of compromise and arrangement is a kind of agreement between a company, its members and outside creditors. They agree to give up their claims. This scheme involves sacrifices by shareholders and creditors. This is dealt with in the Sections 390 to 396(A) of the Companies Act. There are many ways in such a scheme of compromise and arrangement as follows:
Entry: |
|
|
Fixed Assets A/c |
Dr. … |
|
To Reconstruction A/c |
|
… |
During internal reconstruction scheme, some fixed assets may be sold to meet the external liabilities. Profit arises on sale of fixed assets is to be credited to capital reduction A/c or reconstruction A/c.
Entry: |
|
|
Fixed Assets A/c |
Dr. … |
|
To Reconstruction A/c |
|
… |
Creditors, debenture holders and others (external liabilities) may accept less amount instead of their original claim (waiting for a long period for final settlement). This difference (sacrifice) between the original claim and agreed amount is to be credited to reconstruction A/c.
Entry: |
|
|
Outside Liabilities A/c |
Dr. … |
|
Provisions A/c |
Dr. … |
|
To Reconstruction A/c |
|
… |
All the outside liabilities will have to be paid in any one of the following forms to settle their claims: cash, shares, new debentures, assets of the company.
Entry: |
|
|
Outside Liabilities A/c |
Dr. … |
|
To Bank A/c |
|
… (In Cash) |
To Share Capital A/c |
|
… (In Cash) |
To New Debenture A/c |
|
… (In Cash) |
To Assets A/c |
|
… (In Cash) |
Case I: Dividend declared (Shown in b/s) but sacrificed:
Entry: |
|
|
Proposed Preference Dividend A/c |
Dr. … |
|
To Reconstruction A/c |
|
… |
Case II: Arrears of dividend (not shown in b/s) but paid now:
Entry: |
|
|
Reconstruction A/c |
Dr. … |
|
To Bank A/c |
|
… |
Case III: Dividend neither declared nor paid:
No Entry
Limited companies issue various classes of shares with different rights. Some of such rights attached to the shares are voting rights, rights as to dividend, repayment of capital. The companies may change rate of dividend (on preference shares), cumulative preference shares into non-cumulative preference shares. These changes can be carried out without change in the amount of share capital.
Accounting Treatment:
10% Cumulative Preference Share Capital A/c |
Dr. … |
|
To 9% Cumulative Preference Share Capital A/c |
|
… |
(10% Cumulative Pref. Shares Are Changed into 9% Cumulative Preference Shares) |
Net result: Rate of dividend is changed from 10% to 9%. But there is no change in the amount of share capital.
10% Cumulative Preference Share Capital A/c |
Dr. … |
|
To 10% Non-cumulative Pref. Share Capital A/c |
|
… |
(10% Cumulative Pref. Share Is Changed into 10% Non-cumulative Pref. Shares) |
Net result: Only the right to dividend is changed from cumulative to Non-cumulative. But there is no change in the rate of dividend and the amount of share capital.
During internal reconstruction, the shareholders may be asked to surrender their shares. In order to reduce the liabilities of the company, such surrendered shares are allotted to debenture holders and creditors. The balance, if any, i.e. the unutilized surrendered shares, is then cancelled.
The primary aim of reconstruction is to show the true value of assets, liabilities and share capital of the company. The reconstruction A/c is to be utilized in the following ways one by one:
The first task of internal reconstruction is to write off the fictitious assets and intangible assets from the books of accounts of the sick companies. Miscellaneous expenditures and P&L A/c debit balance are some fictitious assets. Invaluable patents, copyrights, trade marks, goodwill are some examples of intangible assets.
Account Treatment:
Entry: |
|
|
Reconstruction A/c |
Dr. … |
|
To Fictitious Assets (Individually) |
|
… |
To Intangible Assets (Individually) |
|
… |
The next step in the task of internal reconstruction is to bring down the particular assets to their correct values. This is done with the help of the following entry:
Entry: |
|
|
Reconstruction A/c |
Dr. … |
|
To Fixed Assets A/c (Individually) |
|
… |
To Current Assets A/c (Individually) |
|
… |
Note: Only the amount of reduction is to be entered here.
Some liabilities would not have been recorded. Some items may have to be treated as new liabilities. A new provision will have to be created during the course of internal reconstruction. Some unrecorded liability and provisions must be recorded now:
Entry: |
|
|
Reconstruction A/c |
Dr. … |
|
To Liability A/c (Individually) |
|
… |
To Provision A/c (Individually) |
|
… |
In case, if unrecorded liability is paid in cash, entry will be:
Reconstruction A/c |
Dr. … |
|
To Bank A/c |
|
… |
All the expenses that are incurred in this process of internal reconstruction should be entered as:
Reconstruction A/c |
Dr. … |
|
To Bank A/c |
|
… |
Finally, the reconstruction account thus prepared has to be balanced like any other ledger accounts. In case, if there is credit balance (more sacrifice than write offs), it should be transferred to capital reserve A/c.
Entry: |
|
|
Reconstruction A/c |
Dr. … |
|
To Capital Reserve A/c |
|
… |
With this entry, the scheme of internal reconstruction comes to an end, from the accounting point of view.
The next stage is the preparation of balance sheet.
The factors that should be taken into account while preparing the balance sheet after the completion of internal reconstruction are as follows:
Illustration 11.1
Model: Alteration of share capital
Raj Co. Ltd. has the following shares as a part of its share capital:
The Company has decided to alter the share capital as follows:
Journalize the alterations.
Solution
Illustration 11.2
Model: Surplus in capital reduction
XYZ Co. Ltd. passed resolution and got Court permission for the reduction of its share capital by 2,50,000 for the purposes mentioned in the following:
The reduction was made by converting 25,000 preference shares of 20 each fully paid to the same number of preference shares of 15 each fully paid and by converting 25,000 equity shares of 20 each on which 15 is paid up into 25,000 equity shares of 10 each fully paid up.
Pass journal entries to record the share capital reduction.
[B.Com Madras University Modified]
Solution
Illustration 11.3
Model: Capital reduction A/c (Reconstruction or reorganization A/c)—Issue of new debentures
The following scheme of reconstruction has been legally approved for Bhagya Ltd:
Given the journal entries in the books of Bhagya Ltd. for the above reconstruction scheme.
Solution
Illustration 11.4
Model: Preparation of reconstruction A/c and treatment of surplus in it
Veer Ltd. passed the necessary resolution and received sanction of the Court for the reduction of its share capital by 10,00,000 for the purposes numerated in the following:
The reduction was made by converting 1,00,000 preference shares of 20 each fully paid to the same number of preferences shares of 15 each fully paid and by converting 1,00,00 ordinary shares of 20 each 15 paid up into 1,00,000 ordinary shares of 10 each fully paid.
Give journal entries necessary with respect to reduction of share capital and show how would you deal with the balance of the reduction of share capital account?
Solution
Important note: Reconstruction A/c, capital reduction A/c and capital reorganization A/c all denote one and the same.
Illustration 11.5
Preparation and utilization of capital reorganization account
The paid-up capital of Duari Ltd; amounted to 2,50,000 consisting of 25,000 equity shares of 10 each. Due to losses incurred by the company continuously, the directors of the company prepared a scheme of reconstruction which was duly approved by the Court as per following terms:
Pass journal entries to give effect to the above-mentioned scheme of reconstruction and prepare capital reorganization account.
Solution
Note: Capital reduction A/c; capital reorganization A/c and reconstruction A/c all mean one and same.
Illustration 11.6
Model: Preparation of balance sheet
Following a series of losses, ABC Co. Ltd. resolved to reduce its capital to 1,00,000 fully paid 5 shares and to eliminate share premium account. The company’s balance sheet prior to implementation of the reconstruction scheme was as follows:
It was resolved to apply the sum available under the scheme:
Land & Building |
84,000 |
Plant & Machinery |
1,34,000 |
Stock |
67,200 |
Show the journal entries to give effect to the scheme and prepare the revised balance sheet after its implementation.
Illustration 11.7
Model: Issue of shares for arrears of preference dividend
The summarized balance sheet of Somnath Ltd. as at December 2010 was as follows:
A scheme of capital reduction was approved on the following terms:
Give the necessary journal entries to record the capital reduction and draw up the revised balance sheet.
[B.Com Calcutta University Modified]
Solution
Note: Preliminary expenses and P&L A/c are fictitious assets.
Goodwill and patents & trademarks are intangible assets.
Fictitious assets and intangible assets will not be shown in the revised balance sheet, as they are to be eliminated off according to the direction given in the problem (As per terms of internal reconstruction).
Illustration 11.8
Model: Assets written off in proportion of book values
The balance sheet of Parul Ltd. on 31 March 2011 was as follows:
The capital reduction scheme, approved by the Court is as follows:
Pass necessary journal entries in the books of the company to record the above transactions. Prepare the company’s balance sheet after such changes.
Solution
Illustration 11.9
Model: Issue of shares for arrears of preference dividend—Assets written down in proportion to written down values
The following is the summarized balance sheet as on 31 March 2011:
The following schemes of capital reduction were duly sanctioned by Court:
You are required to give journal entries and balance sheet after the scheme of internal reconstruction is completed.
Solution
Illustration 11.10
Model: Sale of assets to settle debenture holders claim
The following is the balance sheet of Devi Ltd. As at 31 March 2011:
The following reconstruction scheme was duly sanctioned by Court:
Show the journal entries to give effect to the above and prepare the reconstructed balance sheet.
Solution
Illustration 11.11
Model: Surrender of shares
In order to reconstruct the balance sheet, Thomas Co. Ltd. passed the following resolutions:
You are required to pass the necessary journal entries.
Solution
Illustration 11.12
Model: Surrender of shares
A company’s position on 31 December 2010 was as follows:
|
|
60,000 Equity Shares of 100 Each |
60,00,000 |
30,000 8% Debenture of 100 Each |
30,00,000 |
Interest outstanding of Debentures |
3,60,000 |
Creditors |
15,00,000 |
Assets on that date were as follows: |
|
Fixed Assets |
60,00,000 |
Current Assets |
19,50,000 |
Fixed assets were revalued at 28,80,000 and current assets at 14,40,000.
The reconstruction scheme approved by the Court was as follows:
Draft journal entries.
Solution
Illustration 11.13
Model: Dealing with taxes
The following is the balance sheet of Sick Ltd as on 31 March 2011:
The following scheme of reorganization is sanctioned:
[B.Com (Hons) Delhi Modified]
Solution
|
|
|
(a) |
Equity Share Capital as Shown in Balance Sheet |
3,50,000 |
Less: |
Reduced from 10 to 5 per Share} i.e. 50% |
1,75,000 |
|
|
1,75,000 |
Add: |
Allotment to Creditors 50,000 × 5: |
2,50,000 |
|
(i.e. (35,000 + 50,000 Shares) × 5 |
4,25,000 |
(b) |
Preference Share Capital: as Shown in Balance Sheet |
50,000 |
Less: |
Reduced to 75 per Share |
12,500 |
|
i.e. 500 × 25 (100 − 75) |
37,500 |
|
(500 Pref. Shares × 75) |
|
*“And Reduced” has to be added only when directed by the Court.
Illustration 11.14
Model: Forfeiture of shares
The following is the balance sheet of Taurus Ltd. as on 31 March 2011:
The directors find that the machinery is overvalued by 50,000. It is now proposed to write down these assets to its true value and extinguish goodwill account, profit and loss and preliminary expenses accounts by adopting the following scheme:
Draft the journal for taxes, if necessary for giving effect to the above scheme, and prepare the reconstructed balance sheet of the company.
[B.Com (Hons) Delhi Modified]
Solution
Illustration 11.15
Model: Arrears of dividend on pref. shares (Surrender of shares)
The balance sheet of Naina Lohia Ltd. as on 31 March 2011 was as follows:
Dividend on preference shares is in arrears for 5 years. The following scheme of reconstruction was approved by the Court:
Goodwill by 1,50,000; plant by 2,00,000; equipments by 40,000; book debts by 80,000; inventories by 1,00,000. All intangible and fictitious assets are to be written off.
Draft journal entries for the above arrangement. Also prepare reconstruction A/c.
[B.Com (Hons) Delhi 2010 Modified]
Solution
Illustration 11.16
The following is the Balance Sheet of X Ltd. as at 31 March 2011:
The following scheme of reconstruction is executed:
Pass journal entries to record the above.
[B.Com (Hons) Delhi 2007 Modified]
Solution
Illustration 11.17
Model: Revaluation of assets—Surrender of shares.
The following information relates to Sick Ltd. as on 31 December 2010:
|
|
12,000 Equity Share of 100 Each |
12,00,000 |
6,000 6% Debentures of 100 Each |
6,00,000 |
Interest on Debentures Outstanding |
72,000 |
Trade Creditors |
3,00,000 |
Fixed Assets |
12,00,000 |
Current Assets |
3,90,000 |
The following scheme was duly agreed and approved by the Court:
You are required to draft the necessary journal entries and give the balance sheet of the company after reconstruction.
[B.Com (Hons) Delhi 2008 Modified]
Solution
Note: As P&L A/c is not given, it has to be ascertained by preparing the balance sheet as follows:
Illustration 11.18
Model: Maintenance of working capital
ABC Ltd., whose balance sheet as on 31 March 2011 given in the following, formulated a scheme of reconstruction details of which follow and secured approval of all concerned :
Preference dividend is in arrears for 1 year.
Pass journal entries in the books of the company assuming that the scheme has been put through fully with the equity shareholders bringing in necessary cash to pay off the parties and to leave a working capital of 4,40,000.
Draw the balance sheet after reconstruction.
[B.Com (Hons) Modified]
Solution
CALCULATIONS.
|
|
|
(i) |
Amount Paid to Pref. Shareholders |
: 9,07,200 |
|
( 8,40,000 + 67,200) |
|
|
70% of Face Value 70% of Interest |
|
(ii) |
Bank Overdraft |
: 3,00,000 |
(iii) |
Sundry Creditors |
1,46,100 |
|
( 1,28,000 − 15,000 − 7,000) |
|
(iv) |
Reconstruction Costs |
: 6,700 |
|
|
13,60,000 |
(v) |
Working Capital to Be Maintained |
: 4,40,000 |
(vi) |
Needed Cash Brought in by Shareholders |
: 18,00,000 |
Reduction of paid-up capital to make up the balance of reconstruction account is determined by preparing reconstruction account as follows:
Illustration 11.19
Model: Forfeiture of shares and utilizing the provision for taxes
The following is the balance sheet of Leo Ltd. as at 31 March 2011:
The directors have had a valuation made of the machinery and find it overvalued by 4,00,000. It is proposed to write down this asset to its true value and to extinguish the deficiency in the P&L A/c and to write off goodwill and preliminary expenses, by the adoption of the following course:
[B.Com (Hons) Delhi Modified]
Solution
Illustration 11.20
Model: Issue of shares—Redemption of debentures At premium bonus shares
The share capital of Gemini Ltd. consisted of 1,00,000 equity shares of 10 each fully paid. The company has accumulated out of profits a reserve fund of 10,00,000. It issued further 20,000 equity shares during 2010 at a premium of 30 per share and the entire amount had been realized.
An independent valuation of its assets increased the balance sheet values as thus:
Land and Buildings by |
12,00,000 |
|
Plant and Machinery by |
6,00,000 |
|
Stores and Spares by |
5,00,000 |
|
The valuation reduced the amounts of the following:
Goodwill by |
3,00,000 |
Patents by |
2,00,000 |
At the end of 2010, it was decided to redeem 6,000 debentures of 100 each as 5% premium; to adopt the new valuation; and to allot two equity shares of 10 each as fully paid bonus shares for every equity share held.
It was also decided that the balance of reserve fund, after carrying out all the above arrangements, was to be capitalized. Pass journal entries to record these transactions in the books of Gemini Ltd.
[B.Com (Hons) Delhi Modified]
Solution
Illustration 11.21
Model: Interest of individuals in the company’s reconstruction scheme
Having accumulated huge losses, Aries Ltd. adopts a scheme of reconstruction on 31 March 2011, on which date its balance sheet is as follows:
The following is the interest of Mr. X and Mr. Y in Aries Ltd.:
Mr.X () |
Mr. Y () |
|
11.5% First Debentures |
1,50,000 |
1,00,000 |
12% Second Debentures |
3,50,000 |
1,50,000 |
Sundry Creditors |
1,00,000 |
50,000 |
|
6,00,000 |
3,00,000 |
Fully Paid up 50 Shares |
1,50,000 |
1,00,000 |
Fully Paid up 40 Paid up |
2,50,000 |
2,50,000 |
The following scheme of reconstruction is approved by all parties interested and also by the Court:
You are required to pass the journal entries for all the above-mentioned transactions and prepare the initial balance sheet of the reconstructed company.
[C.A. (Inter). Modified]
Solution
Illustration 11.22
The following is the balance sheet of Singh Ltd. as at 31 March 2011:
The company decided on a scheme of reduction of capital which was duly authorized. The scheme provided as follows:
You are required to give journal entries to record the above and give the balance sheet after the reconstruction is effected.
[I.C.W.A. (Final). Modified]
Solution
Illustration 11.23
Model: Typical
The balance sheet of A Ltd. as at 31 March 2011 was as follows:
Note: The arrears of preference dividends amounted to 1,02,400.
A Scheme of reconstruction was duly approved with effect from 1 April 2011 under the conditions stated in the following:
|
|
Intangibles |
96,000 |
Plant |
2,80,000 |
Freehold Premises |
7,60,000 |
Stocks |
5,00,000 |
[I.C.W.A. (Final). Modified]
Solution
Investments in B Ltd. is calculated as:
Illustration 11.24
Model: Distribution of anticipated profits unrecorded liability
ABC Ltd. decided to recognize itself following a period of adverse trading conditions. The summarized balance sheet at 31 March 20… was as follows:
Preference dividend is in arrears for 3 years. The authorized share capital is 12 lakh 12% cumulative preference shares of 10 each and 24 lakh equity shares of 10 each. The following reconstruction scheme was formulated and duly approved:
It is expected that with the new arrangements, the company will be able to earn a return of 50,00,000 p.a. before interest and taxes. The company will not attract any tax liability for the next 5 years.
You are required to:
[I.C.W.A. (Final). Modified]
Solution
|
|
|
Anticipated Profits (Before Interest & Taxes) | 50,00,000 |
|
Less: |
Debentures Interest 15% of 1,12,00,000 |
16,80,000 |
|
Profit Before Tax |
33,20,000 |
Less: |
Tax |
Nil |
|
Profit After Tax |
33,20,000 |
Less: |
Preference Dividend 14% on 42,00,000 |
5,88,000 |
|
Profit Available for Equity Shareholders |
27,32,000 |
Less: |
Equity Dividend (Taken to be @ 20%) |
26,78,400 |
Retained Profit |
53,600 |
Internal reconstruction is concerned with the assessment of the financial position of a company by revaluation of assets and liabilities to their true values.
Need for reconstruction: (i) To reflect a true and fair view of financial position (ii) To update the value of assets by eliminating fictitious and valueless intangible assets and bringing down the value of assets to their true value (iii) To correct override liabilities (iv) To ascertain real value of the net assets and (v) For a proper diagnostic and remedial measure.
Methods of internal reconstruction: (i) Alteration of share capital (ii) Reduction of share capital (iii) Variation of shareholders’ rights (iv) Compromise or arrangement and (v) Surrender of shares.
Accounting treatment for each method of internal reconstruction is explained in detail in the main part of the text. Reconstruction account— Preparation and utilization: For details refer text.
Preparation of balance sheet after reconstruction: Important factors to be taken into account: (i) Name of the company… (And reduced) (ii) To show revised appreciated figures in the valuation of assets and (iii) Strict compliance with the rules for amounts written off.
Various methods of internal reconstruction are explained in graded manner—Ref: Illustrations 11.1 to 11.24.
Internal Reconstruction: A scheme of re-organization of the company (Corrections on the value of assets and liabilities) without liquidation of the company.
Alternation of Share Capital: It involves increase, consolidation or sub-division of share capital. It does not involve reduction of share capital.
Reconstruction Account: The account to be prepared during the process of scheme of internal reconstruction.
I: State whether the following statements are true or false
Answers:
II: Fill in the blanks with apt word(s)
Answers:
III: Multiple choice questions—Choose the correct answer
Answers:
1 (a) |
2 (b) |
3 (c) |
4 (d) |
5 (d) |
6 (a) |
7 (b) |
8 (c) |
9 (b) |
10(d) |
|
|
18. Explain the salient provisions of Sections 94 to 97 of the Companies Act.
19. Elucidate the different kinds of alterations of share capital with required accounting entries.
20. Explain the procedure to be adopted for reduction of share capital.
21. Write a note on the significance of reconstruction A/c. What special attention will you take to construct the balance sheet after the scheme of internal reconstruction is completed?
The company had accumulated losses totaling 10,50,000 besides preliminary expenses of 60,000. It was also ascertained that fixed assets which stood in the books at
42,00,000 were over valued to the extent of 12,00,000. The following scheme was adopted to write off the losses and reduce the assets:
[Ans: Capital reduction (Total): 32,00,000; Transferred to capital reserve A/c: 1,20,000]
Give journal entries in the books of the company necessitated by the above reconstruction.
[Ans: Capital reduction (Total): 1,00,000]
It was resolved to write off 5,00,000 of the subscribed capital by reducing each class of shares by 5 per share and to reduce the assets correspondingly by:
Pass the journal entries to give effect to the above transactions.
[Ans: Capital reduction (Total): 5,00,000]
It was resolved that equity share capital of 10 each be reduced to fully paid shares of 6 each and 7% preference shares of 10 each be reduced to 7½% fully paid preference shares of 7 each. Number of shares in each case remained the same. It was further resolved that amount so available be used for writing off the debit balance of P&L A/c and goodwill account and other fixed assets to the extent possible.
There were arrears of preference dividend for the last 3 years and it was decided that they be cancelled.
Draft the journal entries and prepare the revised balance sheet.
[Ans: Capital reduction: 4,20,000; Fixed assets written off to the extent of 90,000; Balance sheet total: 7,80,000]
The following reconstruction scheme was approved:
Give entries for the reconstruction and the final balance sheet.
[Ans: Total capital reduction: 12,00,000; Balance transferred to capital reserve: 33,000; B/s total: 13,83,000]
The company got the following scheme of capital reduction approved by the Court:
Give journal entries for the above and prepare the revised balance sheet.
[Ans: Capital reduction A/c: 14,40,000; Balance sheet total: 18,00,000]
The company is to be reconstructed on the basis of the following scheme:
You are required to follow the scheme of reconstruction and prepare the new balance sheet of the company.
[Ans: Hint: Machinery written off 90,000. Reconstruction A/c: 36,00,000; Balance sheet total: 27,00,000
Machinery value was 60,000 in excess. It is proposed to write down this asset and to extinguish P&L A/c debit balance and to write off goodwill and preliminary expenses by the adoption of the following scheme:
You are required to draft the journal entries necessary and the balance sheet after carrying out the scheme.
[Ans: Reconstruction A/c total: 2,53,800; B/s total: 6,18,750 provision for tax to be used 1,800]
The following scheme of reconstruction was duly approved:
The amount is to be utilized for acquiring new plant & machinery assuming the whole scheme to have been put through. Give journal entries and prepare the resultant balance sheet.
[Ans: Reconstruction A/c total: 15,20,000; Utilization of profit prior to incorporation: 20,000; Balance sheet total: 38,20,000]
After carrying out the necessary formalities, the following scheme has been agreed upon the persons concerned:
Give journal entries to carry out the above scheme and prepare the balance sheet of the company after completion of the scheme.
[Ans: Reconstruction A/c total: 27,50,000; Balance sheet total: 39,00,000; Machinery to be written off: 1,00,000]
The balance sheet of the company before the reduction of capital is as follows:
Pass journal entries to give effect to the above resolution, showing the new balance sheet of the company.
[Ans: Reconstruction A/c: 12,50,000; Balance sheet total: 17,50,000; Provision for bad debts: 25,000]
Preference share dividends are in arrears for the last 4 years and the following scheme of reconstruction is passed by shareholders and approved by the Court:
Pass journal entries to implement the above scheme and draft the reconstructed balance sheet.
[B.Com Punjab University Modified]
[Ans: Reconstruction A/c total: 27,00,000; Balance transferred to capital reserve A/c: 2,70,000; Total of balance sheet: 41,70,000]
Due to heavy losses, the company decided upon the following scheme of reconstruction:
The leasehold premises were to be reduced by 2,64,000 and the plant account to be reduced to 2,00,000.
You are required to journalize the above transactions and prepare the reconstructed balance sheet.
[B.Com (Pass). Calcutta University Modified]
[Ans: Reconstruction A/c: 12,80,000; Total of balance sheet: 22,20,000]
The preference share dividends are in arrears since 2007. The company passed a special resolution to reduce its capital and the following scheme was sanctioned by the Court.
The chairman of the company agreed to advance the sum of 50,000 to be secured by a mortgage at 5% p.a. on land & buildings. The cash is to be applied in paying off the bank loan and providing additional working capital.
Pass journal entries giving effect to the above scheme and prepare the revised balance sheet of the company.
[B.Com Kurukshetra Modified]
[Ans: Reconstruction A/c: 3,12,500; Balance sheet total: 7,15,500; Patents to be written of: 10,500]
The following reconstruction scheme is passed and duly sanctioned:
Set out journal entries and the resultant balance sheet assuming that the income tax liability is still outstanding and the amounts of the assets are unaltered.
[B.Com Osmania University Modified]
[Ans: Reconstruction A/c: 6,12,000; Balance transferred to capital reserve: A/c 2,91,000; Total of balance sheet: 4,71,000]
16. The ledger balances of X Ltd. on 31 December 20… were as follows:
|
|
25,000 Equity Shares of 100 Each |
25,00,000 |
12,500, 10% Preference Shares of 100 Each |
12,50,000 |
Preference Dividend in Arrears |
1,50,000 |
Creditors |
6,25,000 |
Fixed Assets |
25,00,000 |
Current Assets |
8,12,000 |
The following scheme of reconstruction was adopted:
Pass journal entries and give the balance sheet after re-construction.
[B.Com (Hons) Delhi 2003 Modified)
[Ans: Reconstruction A/c: 28,12,500; Capital reserve A/c: 5,62,500; Balance sheet: 21,25,000]
17. The position of Eknath & Co. Ltd. as on 31 December 2010 stood as follows:
A revaluation of assets reveals the following:
Land and Building: 2,85,000; Plant & Machinery: 3,36,000;
Stock: 75,000; Debtors: 96,000; and Patents: 15,000.
The following scheme of reconstruction is framed and approved by the Court:
One third (in value) of the creditors accepted equity shares for their claims. The rest were paid cash which was raised by issuing 51,000 equity shares to the existing shareholders. All shares including preference shares were then consolidated (or sub-divided) into equity shares of 10. In view of the unsatisfactory state of affairs of the company, the debenture holders agreed to forego the interest due on debentures. Assuming that all necessary actions were taken, journalize the steps and also give the balance sheet after the scheme is put into effect.
[B.Com (Hons) Delhi 2006 Modified]
[Ans: Reconstruction A/c: 15,81,000; Balance sheet total: 9,30,000]
18. The following is the balance sheet of self-injured company as on 31 March 20…. :
The following scheme of reconstruction is sanctioned:
Make journal entries and thereafter prepare the balance sheet.
[B.Com (Hons). Delhi 2007 Modified]
[Ans: Reconstruction A/c: 49,50,000; Capital reserve: 7,00,000; Balance sheet total: 82,50,000]
19. The following information relates to Sick Ltd. as on 31 December 2010:
|
|
|
16,000 Equity Shares of 100 |
16,00,000 |
|
8,000 6% Debentures of 100 |
8,00,000 |
|
Interest on Debentures |
96,000 |
|
Trade Creditors |
4,00,000 |
|
Fixed Assets |
16,00,000 |
|
Current Assets |
5,20,000 |
The following scheme was duly agreed and approved by the Court:
Make journal entries and give the balance sheet after reconstruction.
[B.Com (Hons) 2008 Modified]
[Ans: Reconstruction A/c: 20,24,000; Capital reserve: 2,80,000; B/s total: 11,52,000; P&L A/c: 7,76,000]
20. The following is the balance sheet of X Ltd. as at 31 March 20…:
The following scheme of reconstruction is executed:
Pass journal entries to record the above.
[B.Com (Hons) Delhi 2009 Modified]
[Ans: Reconstruction A/c: 1,06,00,000]
21. The balance sheet of Naina Lohia Ltd. as at 31 March 20… was as follows:
Dividend on preference shares is in arrears for 5 years. The following scheme of reconstruction was approved by Court:
Goodwill by 15,000; plant by 20,000; equipment by 4,000; book debts by 8,000; inventories by 10,000. All intangible and fictitious assets are to be written off.
Draft journal entries and prepare reconstruction A/c.
[B.Com (Hons) Delhi 2010 Modified]
[Ans: Reconstruction A/c: 1,92,000; Further amount utilized for plant A/c: 2,500]
22. The following information relates to Sick Ltd. as on 31 December 2010:
|
|
2,000 Equity Shares of 100 Each |
20,00,000 |
10,000 6% Debentures of 100 Each |
10,00,000 |
Interest on Debentures Outstanding |
1,20,000 |
Trade Creditors |
5,00,000 |
Fixed Assets |
20,00,000 |
Current Assets |
6,50,000 |
The following scheme was duly agreed and approved by the Court:
You are required to draft the necessary journal entries and give the balance sheet of the company after reconstruction.
[B.Com (Hons) Delhi 2008 Modified]
[Ans: Old balance sheet—P&L A/c: 9,70,000; Reconstruction A/c Capital reserve: 3,50,000; New balance sheet total: 14,40,000]
23. Following is the balance sheet of W Ltd. as on 31 March 20…:
Liabilities: |
|
2,00,000 Equity Shares of 10 Each, Fully Paid up |
20,00,000 |
6,000, 12% Preference Shares of 100 Each Paid up |
6,00,000 |
11% Debentures |
6,00,000 |
Interest Outstanding on Debentures |
66,000 |
Loan from Bank (Including Interest Due) |
1,72,800 |
Creditors |
1,09,000 |
|
35,47,800 |
Assets: |
|
Machinery |
17,40,000 |
Furniture |
2,00,000 |
Patents & Copyrights |
80,000 |
Investments (Market Value 55,000) |
65,000 |
Stock |
6,00,000 |
Debtors |
4,39,000 |
Cash at Bank |
15,800 |
P&L A/c |
4,08,000 |
|
35,47,800 |
Note: Preference dividend is in arrears for 2 years.
The following scheme of reconstruction has been agreed upon and duly approved by the Court:
Pass journal entries necessary to implement the above-mentioned scheme and prepare the balance sheet of the company in the prescribed form immediately after the implementation of the scheme.
[C.S. (Inter). Modified]
[Ans: Balance sheet total: 33,19,000; Machinery to be reduced to the extent of 2,71,200]
24. The following is the balance sheet of Sick Co. Ltd. as on 31 March 20… :
The following scheme of reorganization is sanctioned:
Pass journal entries and the show the balance sheet of the company after giving effect to the above.
[C.S. (Inter). Modified]
[Ans: Reconstruction A/c: 8,50,000; Balance sheet total: 16,50,000]
25. Geetha and Shweta Ltd. had to pass to the hands of a receiver for debenture holders who held charge on all assets except uncalled capital. The following is the position as prepared by the receiver.
Share Capital: |
|
40,000 Shares of 50 Each Fully Paid up |
20,00,000 |
2,00,000 Shares of 50 Each, 25 per Share Paid up |
50,00,000 |
First Debentures |
50,00,000 |
Second Debentures |
1,00,00,000 |
Unsecured Creditors |
80,00,000 |
Bank Balance |
60,00,000 |
Building, Plant & Machinery |
80,00,000 |
(Estimated to Realize 30,00,000) |
|
The following is the interest of Geetha and Shweta in the company:
|
Geetha |
Shweta |
|
|
|
First Debentures |
40,00,000 |
10,00,000 |
Second Debentures |
60,00,000 |
40,00,000 |
Unsecured Creditors |
12,00,000 |
18,00,000 |
|
1,12,00,000 |
68,00,000 |
Share Capital: |
|
|
Fully Paid Shares |
10,00,000 |
10,00,000 |
Partly Paid Shares |
20,00,000 |
20,00,000 |
The following scheme of reconstruction is proposed:
Assuming the scheme is duly approved by all parties interested and by the Court, show the reconstructed balance sheet and the journal entries in the books of the company.
[C.A. (Final). Modified]
[Ans: Reconstruction A/c total: 2,10,00,000; Balance sheet total: 1,40,00,000]
26. The balance sheet of Y Ltd. as on 31 March 20… was as follows:
Note: Preference dividend is in arrears for last 3 years. Mr. A holds 10% first debentures for 2,00,000 and 10% second debentures for 3,00,000. He is also creditor for 50,000. Mr. B. holds 10% first debentures for 1,00,000 and 10% second debentures for 2,00,000 and is also creditor for 25,000.
The following scheme of reconstruction has been agreed upon and duly approved by the Court:
The assets are revalued as follows:
Land & Building |
14,00,000 |
Plant & Machinery |
2,00,000 |
Stock |
3,50,000 |
Debtors |
1,50,000 |
Computers |
90,000 |
Furniture & Fixtures |
50,000 |
Trade Investment |
2,00,000 |
Pass journal entries for all the above-mentioned transactions including amounts to be written off on goodwill, patents, loss in P&L A/c and discount on issue of debentures. Prepare bank A/c and working of allocation of interest on debentures between A and B.
[C.A. (Inter). Modified]
[Ans: Reconstruction A/c: 23,60,000; Interest on debentures: A— 50,000, B— 30,000; Bank A/c: 1,05,000],
27. The following is the balance sheet of ABC Ltd. as at 31 March 20…
The following scheme of internal reconstruction was framed, approved by the Court, all the concerned parties, and implemented:
The assets are revalued as follows:
|
( in Lakhs) |
Land & Building |
1,150 |
Plant & Machinery |
1,100 |
Stock |
600 |
Debtors |
380 |
Pass journal entries for all the above-mentioned transactions and draft the company’s balance sheet immediately after the reconstruction.
[Ans: Reconstruction A/c: 2,525 lakhs; Balance sheet total: 3,795 lakhs]
28. A Ltd. decided to reorganize its structure following a period of adverse trading conditions. The balance sheet of the company as on 31 March 20. showed the following:
Note: Preference dividends are in arrears for 4 years.
Subsequent to approval by the Court, a scheme for the reduction of capital, the following steps were taken:
You are required:
[C.A. (Inter). Modified]
[Ans: Capital reduction A/c (Total): 3,80,000; Cash A/c: 1,01,200; B/s total: 6,66,800]
29. MD & Co. is in the hands of a receiver for debenture holders. The following statement of affairs is prepared:
Assets |
Book |
Realizable |
|
Value |
Value |
|
||
Buildings |
20,00,000 |
24,00,000 |
Machinery |
40,00,000 |
16,00,000 |
Stock |
32,00,000 |
8,00,000 |
Debtors |
32,00,000 |
20,00,000 |
Cash |
4,00,000 |
4,00,000 |
|
1,28,00,000 |
72,00,000 |
Less: 6% First Mortgage |
= 40,00,000 |
|
Debentures |
|
|
|
= 32,00,000 |
|
Less: 7% Second Mortgage |
= 48,00,000 |
|
Debentures |
|
|
Deficiency Regarding |
= 16,00,000 |
|
Mortgage Debentures |
|
|
Less: Unsecured Creditors |
= 20,00,000 |
|
Deficiency Regarding |
= 36,00,000 |
|
Unsecured Creditors |
|
|
Less: Contributions aries: |
= |
|
2,00,000 Fully Paid |
|
|
Shares of 10 Each |
|
|
20,00,000 |
|
|
2,00,000 Shares of |
|
|
10 Each 4 Paid up |
|
|
8,00,000 _________ |
28,00,000 |
|
Deficiency Regarding |
64,00,000 |
|
Contributories |
|
All the debentures are held by A and B. First mortgage debentures are held as 24,00,000 and 16,00,000 respectively by A and B. Second mortgage debentures are held as 32,00,000 and 16,00,000 by A and B, respectively.
In addition, 8,00,000 of unsecured creditors are debts due to A and B for 4,00,000 each.
Further, fully paid 20,000 and 8,000 partly paid shares respectively under a scheme of reconstruction.
Pass the necessary journal entries and also draft the balance sheet after the scheme is put into operation.
[I.C.W.A. (Final). Modified]
[Ans: Hint: P&L A/c (prepared through B/L): 8,00,000. Reconstruction A/c (Total): 65,36,000; Balance sheet (Total): 84,000]
30. ABC Ltd. decided to reorganize itself following period of adverse trading conditions. The summarized balance sheet of the company at 31 March 2011 was as follows:
Preference divided is in arrears for 3 years. The authorized share capital is 30,00,000 12% cumulative preference shares of 10 each and 60,00,000 equity shares of 10 each.
The following reconstruction scheme was formulated and duly approved:
Land & Building |
4,40,00,000 |
Plant & Machinery |
25,00,000 |
It is expected that under the new arrangements, the company will be able to earn a return of 1,25,00,000 p.a. before interest and taxes. The company will not attract any tax liability for the next 5 years.
You are required to:
[I.C.W.A. (Final). Modified]
[Ans: Balance sheet total: 8,42,00,000; Capital reserve: 21,20,000; Distribution of anticipated profit: Profit after tax— 83,00,000; Profit available for equity— 68,30,000; Retained profit— 14,73,200]
18.217.198.254