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Corporate Accounting Theory

Unit 1 : Accounting For share Capital
and debenture
1. Paid up amount: Shares may be fully or partly paid up. Whereas Stock
is always fully paid up.

2. Issue: Shares may be issued directly to the public after incorporation.

Stock cannot be issued directly and just after incorporation.

3. Transfer: Shares cannot be transferred in fraction because a share is

not divisible. Stock may be transferred in fraction.

4. Nominal Value: Shares are of equal denomination (nominal value).

Stock may be dividend into unequal nominal value.

5. Number: Shares are always serially numbered. Stock is not numbered.

6. Registration: Shares are always registered. Stock may be registered or

unregistered both.

Types of Shares :-
1. Preference Shares  these are the shares which enjoy
preferential rights as regards payment of dividend during the life
time of the company and repayment of capital in the event of
liquidation.
The preference shares are classified into following categories:
(i) Cumulative Preference Shares (ii) Non-Cumulative
Preference Shares
(iii) Participating Preference Shares (iv) Non-Participating
Preference Shares
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(v) Redeemable Preference Shares (v) Redeemable

Preference Shares
(vii) Convertible Preference Shares (viii) Non-Convertible
Preference Shares

2. Equity Shares  3 “an equity share is one which is not a

preference share.” Such shares do not enjoy any preferential
rights as regards to payment of dividend or refund of capital.

Issue of Sweat Equity Shares :-

Sweat equity shares means equity shares which are issued by the company
to its employees or its directors either at a discount or for consideration
other than cash, for providing their know-how or making available rights in
the nature of patents or other value additions

Conditions:

(i) The issue of Sweat equity shares is authorised by special

resolution passed by the company in the general meeting.

(ii) The resolution specifies the number of shares, current market

price and the consideration if any, being paid along with the
class of employees, officers and directors to whom sweat
equity shares are to be issued.

(iii) Not less than one year has elapsed since the date on which the
company was entitled to commence business.

(iv) SEBI’s guidelines shall be applicable in case of a listed company

issuing sweat-equity shares. In case of unlisted company, in
accordance with guidelines as prescribed.

(v) Sweat-Equity shares must be of a class of shares already issued

by the company.
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Forfeiture of shares: when a shareholder fails to pay money due

on allotment, first call or any other call i.e. on any due date, the company
may sue the defaulting shareholder or forfeit the shares.

Right Issue :- Rights Issue is an invitation to existing shareholders to

purchase additional new shares in the company at a discount to the
market price on a stated future date

Bonus Issue :- When a company has large accumulated reserves

which cannot be distributed as dividends in cash either because of legal
restrictions it converts this surplus into capital and divides the capital
among the existing shareholders in proportion to the (share) capital held
by them by issuing fully paid bonus shares.

EMPLOYEE STOCK OPTION PLAN :- Employee Stock Option

Plan is a plan under which the company grants rights to its employees to
purchase shares of the company at a stated price at the time of public
issue or otherwise.

REDEMPTION OF PREFERENCE SHARES :- Redemption of

preference shares means the repayment or return of preference share
capital to the preference shareholders. The conditions are:

 Redemption of fully paid shares only

 Redemption only out of divisible profits or out of proceeds of a fresh
issue of share capital
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 Redemption out of the proceeds of the fresh issue of equity shares or

preference shares made for the purpose of redemption.
 Transfer to capital redemption reserve account
 Utilisation of capital redemption reserve account for the purpose of
issuing fully paid bonus shares.
 Premium payable on redemption of any preference shares issued
must be provided out of the profits of the company or out of the
Securities Premium Account before such shares are redeemed

PROVISIONS FOR REDEMPTION OF PREFERENCE SHARE :-

 Only redeemable preference shares
 Authorised by articles
 Period of redemption : 20\30 years
 Other conditions : authorised by passing a special resolution in the
general meeting,
no subsisting default in the redemption of preference shares or in
the payment of dividend

CONCEPT OF BUY-BACK :-

Buy back of shares means the repurchase of its own shares by the
company. When a company has sufficient cash resources, it may like to buy
its own equity shares from the market

objectives or reasons :-
 enables the company to utilise its surplus cash.
 increase the earnings per share
 increase intrinsic value of shares
 prevents the takeover of the companies by the competitors
 increases the shareholding of the promoters.
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 prevents the downward trend or fall in the value of shares.

SOURCES OF BUY-BACK :-
 Its free reserves  securities premium account
 proceeds of any shares or any other securities

Methods of Buy-Back :-
a. from existing shareholders or security holders on a proportionate
basis
b. from the open market.

DIFFERENCE BETWEEN SHARE AND DEBENTURES :-

1. Nature - Share is a part of owned capital; and shareholders are

considered as owners of the company. Debenture is a part of loan/
borrowed capital; and debenture holders are considered as creditors
of the company
2. Return - Shareholder will get a portion of the profits as dividend which
depends on the profits of the company. Debenture holders will get interest
on debentures and it will be paid to them in all circumstances.
3. Stability of Return - Return of shareholders keep fluctuating because
change in profit earned by company. Rate of interest on debenture is
always fixed.
4. Claim - A shareholder has a claim over accumulated profits of the
company and they can be rewarded with bonus shares. Debenture holder
can't claim anything over their interest.
5. Issue at Discount - Shares can't be issued at discount [Sec. 53 of
Companies Act 2013] There are no restriction on issue of debentures at a
discount.
6. Conversion - Shares cannot be converted into debentures. Debentures
can be converted into shares.
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7. Voting Right - A person holding the shares is called shareholder and they
enjoy voting right. A person having the debentures is called debenture
holder they never enjoy voting right.
 Corporate Accounting Theory
Unit 2 : Financial Statements of a
Company
Meaning of Financial Statement :
According to Section 2(40) of Companies Act, 2013, financial
statement in relation to a company, includes:-

(i) a balance sheet as at the end of the financial year;

(ii) a profit and loss account

(iii) cash flow statement for the financial year; and

(iv) any explanatory notes

Meaning of Financial Year :- According to Section 2(41),

financial year, in relation to any company or body corporate,
means the period ending on 31st day of March of every year.

LEGAL REQUIREMENTS RELATED TO FINANCIAL

STATEMENTS AS PROVIDED IN SECTION 129 :-
(i) shall give a true and fair view of the state of affairs of the
company or companies,
(ii) comply with the accounting standards notified under
Section 133,
(iii) shall be in the form or forms as may be provided for
different class or classes of companies in Schedule III and
(iv) the items contained in such financial statements shall be
in accordance with the accounting standards.
DIVIDEND :- Dividend means the profit of a company, which is
not retained in the business and is distributed among
shareholders in proportion to their shareholding.

 Proposed Dividend :- The dividends recommended by the

Board of Directors are known as proposed dividends. “If an
enterprise declares dividends to shareholders after the
Balance Sheet date, the enterprise should not recognize
those dividends as a liability at the balance sheet date unless
a statute requires otherwise.”
 Interim Dividend :- Interim dividend is the dividend which
is declared between two Annual General Meetings. It does
not require approval of the shareholders
 Final Dividend :- Final dividend is proposed by the
directors and declared by the shareholders in the Annual
General Meeting of the company. Shareholders are
empowered to approve or lower the dividend proposed by
the directors
 Preference Dividend :- Preference shareholders are
entitled to get dividend at the fixed rate. Preference
dividend is paid before payment of the equity dividend.
 Corporate Accounting Theory
Unit 3 : VALUATION OF INTERNAL
ASSETS AND SHARE
CONCEPT OF GOODWILL :
Goodwill is the present value of the firm’s anticipated excess
earnings.

The Institute of Chartered Accountants of India defines goodwill

as ‘an intangible asset arising from business connections or trade
name or reputation of an enterprise’.

Characteristics of Goodwill :-
a. Goodwill has the ability to generate additional income for the
business.

b. Goodwill is an intangible fixed asset and not a fictitious asset.

c. Valuation and existence of goodwill depends upon the

subjective judgement of the valuer.

d. Presence of goodwill helps in earning excess profits i.e. super

profits.

e. Goodwill generally does not appear in the accounts of a

company except where the company has actually paid for it when
purchasing a business.
ACCOUNTING STANDARDS AND GOODWILL :
Accounting Standard 10 issued by the Institute of Chartered
Accountants of India on ‘Accounting for fixed Assets’ has
prescribed that goodwill for which no money is paid, should not
be recorded

As per Para 35 of AS-26 “Internally generated goodwill is not

recognised as an asset because it is not an identifiable resource
controlled by the enterprise that can be measured reliably at
cost.”

NEED FOR VALUATION OF GOODWILL :-

1. When there is change in profit sharing ratio among the
partners;

2. When a new partner is admitted;

3. When a partner retires or dies;

4. When a firm sells its business to a company or converts itself

into a company’

5. When a firm is amalgamated with another firm.

CLASSIFICATION OF GOODWILL :
 Purchased Goodwill :- This type of goodwill arises only
when a business is acquired by another business as a going
concern and the price paid is more than the net asset
acquired, such goodwill is recognised and is shown in the
balance sheet as an asset
 Non Purchased/Self -generated :- This goodwill arises
only when a business generates its own goodwill
 (image/reputation) over a period of time. As per AS -26,
internally generated goodwill is not recognised as an asset,
i.e., is not to be recorded in the books.

CONCEPT OF VALUATION OF SHARES :

Valuation of shares refers to that value of shares on which shares
are purchased, sold, transferred and tax is levied

The mode of valuation of shares depends on the purpose for

which the valuation is being made. The following are the
particular instances, where the need of valuation of shares may
arise:

1. At the time of amalgamation, absorption and reconstruction of

companies value of shares need to be calculated.

2. When unquoted shares are to be bought or sold.

3. At the time of conversion of preference shares or debentures

into equity shares.

4. At the time of assessment by the income tax authorities for the

purpose of estate duty, capital gain, wealth tax and gift tax.

5. For calculating compensation payable by the government at

the time of nationalisation of a company.

6. When a company acquires majority shares of another company

for the purpose of acquiring a controlling interest in another
company.

7. When shares are pledged as a security against a long term loan.

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Corporate Accouting Theory

Unit 4 : Amalgamation and
Internal reconstruction
Amalgamation involves acquisition of one company by another. After
Amalgamation, the acquired company is dissolved and ceases to exist

In the above definition two companies are involved in the whole process :

i. Transferor Company: Means a company, which is amalgamated into

another company. The company selling its business is also called "Vendor
Company".

ii. Transferee Company: Transferee Company means the Company into

which a transferor Company is amalgamated (purchasing company).

a) Amalgamation- Here two or more than two existing companies come

together and form a new company to take over their business

b) Absorption- Absorption is a process through a company tries to increase

its strength by eliminating the rivals. Here one existing company takes over
the business of another existing company

c) Internal reconstruction means the reduction of capital without going

into liquidation. Thus in internal reconstruction, neither any company goes
into liquidation nor a new company is formed.

d) External Reconstruction - In case of external reconstruction one

company is formed especially for the purpose of taking over the business of
another existing company
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ACCOUNTING STANDARD-14
AS-14 does not make any difference between an amalgamation and
absorption. It only recognizes two types of amalgamation that is :

1. Amalgamation in the nature of Merger and

2. Amalgamation in the nature of Purchase.

As per standard, an amalgamation should be considered to be an

“amalgamation in the nature of merger” when all the following
conditions are satisfied:

a) All assets and liabilities of the transferor company become, after

amalgamation, the assets, and liabilities of the transferee company.
b) Shareholders holding not less than 90% of the face value of the equity
shares of the transferor company (other than the equity shares already
held therein, immediately before amalgamation by the transferee
company or its subsidiaries or their nominees) become equity
shareholders of the transferee company by virtue of amalgamation.
c) The consideration is discharged by the transferee company wholly by
the issue of equity shares only, except that cash may be paid in respect
of any fractional shares.
d) The business of the transferor company is intended to be carried on,
after the amalgamation, by the transferee company.
e) No adjustment is intended to be made to the book value of the assets
and liabilities of the transferor company when they are incorporated in
the financial statements of the transferee company except to ensure
uniformity of accounting policies.

Amalgamation in the nature of purchase- If Amalgamation does not

satisfy any one of the above five conditions then it will be regarded as
Amalgamation in the nature of purchase.
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PURCHASE CONSIDERATION :
AS -14 defines the Purchase Consideration as - "the aggregate of the shares
and other securities issued and the payment made in the form of cash or
other assets by the transferee company to the "Shareholders of the
Transferor Company".

Methods of Purchase Consideration:

i. Lump-Sum Method: When the purchasing company agrees to pay
a fixed sum in consideration of acquiring the vendor company it is
considered as lump sum method
ii. Net Payment Method: Under this method purchase
consideration is equal to total of the Payments made by the
transferee company in the form of shares, debentures and cash.
iii. Net Assets Method: Net asset is the aggregate of the assets
taken over at agreed values less liabilities taken over at agreed
values. If a particular asset is not taken over by the transferee
company, it should not be included in the purchase consideration.
iv. Exchange of Shares Method/ Intrinsic Value Method: Under
this method the intrinsic value of the shares of both the companies
is calculated and then the transferor company issues shares to the
transferee company on the basis of these values. For the purpose of
finding out Intrinsic Value of shares the realisable value of Total Net
Assets is divided by the number of Shares Outstanding
Value of Net Assets = Net Releasable Value of Assets - Payable value
of Liabilities -Payable to Preference Shareholder

CONCEPT OF INTERNAL RECONSTRUCTION :

Internal reconstruction means a scheme undertaken to make necessary
changes in the capital structure of a company without liquidating the
existing company to infuse new life in that company. It simply means the
reduction of capital without going into liquidation.

Thus in internal reconstruction, neither any company goes into liquidation

nor is a new company formed.
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REASONS RESPONSIBLE FOR INTERNAL

RECONSTRUCTION :
(i) When there is an overvaluation of assets and undervaluation of
liabilities.
(ii) When company is suffering from continuous losses and it becoming
difficulty for it to solve the financial crisis.
(iii) When there are huge accumulated losses and it is required to write
off these losses to depict a fair view of the state of affairs of the
company.
(iv) When there is a complex capital structure of the company and it is
required to make it simple.
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Corporate Accounting Theory

Unit 5 : CORPORATE FINANCIAL
REPORTING
WHAT IS CORPORATE FINANCIAL REPORTING ?
Corporate financial reporting plays a crucial role in the functioning of any
business. It provides vital information to various stakeholders, including
investors, creditors, and decisionmakers, about the financial health and
performance of the organization. This information helps them make
informed decisions about investing or lending money to the company

NEED AND OBJECTIVES OF CORPORATE FINANCIAL :

The objectives and functions of financial reporting can be summarized as
follows:

 Supporting management decision making: Financial reporting

provides information to an organization's management to assist with
planning, analysis, benchmarking, and decision making
 Facilitating external decision making: Financial reporting
provides data to investors, promoters, debt providers, and creditors
to help them make informed investment and credit decisions.
 Promoting transparency and accountability: Financial
reporting provides information to shareholders and the general
public, promoting transparency and accountability in publicly traded
corporations.
 Communicating an organization's resource usage: Financial
reporting provides information on the resources that an organization
is buying and using.
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 Facilitating auditing: Financial reporting provides the statutory

auditors with access to information to help the audit process.
 Promoting societal welfare: Financial reporting can improve
societal welfare by considering government, union, and employee
interests.

CONSTITUENTS OF ANNUAL REPORT :

An annual report is a comprehensive document that publicly traded
companies are required to produce and distribute to shareholders and
other interested parties at the end of each fiscal year. The annual report
provides a summary of the company's financial performance and position,
as well as other relevant information about the company's operations,
governance, and social responsibility.

What is Included in an Annual Report?

 Chairman's statement: A letter from the chairman or CEO of the
company outlining the company's strategy, vision, and future plans.
 Management discussion and analysis (MD&A): A section that
provides an in-depth analysis of the company's financial
performance, including its revenue, expenses, profits, and cash flow.
 Financial statements: A set of financial statements, including the
balance sheet, income statement, and cash flow statement.
 Notes to the financial statements: A section that provides
additional information and context to the financial statements,
including explanations of accounting policies and estimates,
contingencies, and other relevant details.
 Auditor's report: An independent auditor's report on the financial
statements, which provides an opinion on whether the financial
statements are accurate and comply with accounting standards
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 Corporate governance: A section that describes the company's

governance structure, including the board of directors, executive
compensation, and any related party transactions.
 Social responsibility: A section that outlines the company's social
and environmental initiatives, such as sustainability efforts,
community engagement, and corporate social responsibility
programs.

Difference Between Annual Report and

Financial Statements :
 Scope: The financial statements are a part of the annual report, but
they only provide information about the company's financial
performance, while the annual report covers a broader range of
topics such as the company's vision, mission, values, strategic plans,
major projects, and initiatives.
 Format: Financial statements follow a standard format and provide
specific information such as income, expenses, assets, liabilities, and
equity, while annual reports are more flexible in format and can
include various types of information such as graphs, charts, images,
and narratives to convey a company's performance and future
prospects.
 Audience: Financial statements are primarily designed for
investors, analysts, and regulatory bodies to evaluate a company's
financial health and compliance, while annual reports are intended
to communicate with a wider audience, including shareholders,
employees, customers, suppliers, and the general public, about the
company's overall performance, strategy, and corporate social
responsibility
 Legal requirements: Publicly traded companies are legally
required to submit their financial statements to the Securities and
Exchange Commission (SEC) and other regulatory bodies, while
annual reports are not mandatory but are often produced voluntarily
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as a way to communicate with stakeholders and promote the

company's brand and reputation.

CONTENTS OF REPORT OF THE BOARD OF

DIRECTORS :
 Introduction: The report should begin with an introduction that
provides an overview of the company's performance over the past
year, its operations, and its strategic direction.
 Business review: This section should include a review of the
company's business operations,
 Financial performance: The director's report should provide a
summary of the company's financial performance over the past year
 Corporate governance: This section should cover the company's
corporate governance practices, including the composition and
activities of the board of directors
 Risk management: The director's report should include a
discussion of the risks that the company faces, how these risks are
being managed
 Future outlook: The director's report should conclude with an
outlook on the company's future prospects

MEANING OF XBRL :
XBRL stands for eXtensible Business Reporting Language

XBRL is a global standard for electronic reporting of business and financial

data. It enables the exchange of data in a machine-readable format that
can be easily understood and processed by computers, facilitating the
efficient and effective analysis of financial data.
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Features of XBRL
1. Business Rules Validation : It allows users to verify that the
information contained in the XBRL instance document is consistent
with the taxonomy and the predefined business rules.
2. Clear Definitions : XBRL taxonomies provide clear and precise
definitions for financial reporting terms, such as revenue, expenses,
assets, and liabilities, which can be easily understood by users of the
financial data.
3. Strong Software Support : XBRL provides a standardized way of
representing financial data, which enables software developers to
create applications that can read, process, and analyze XBRL data.
4. Support Multi language : This means that XBRL allows for the
creation of taxonomy labels in multiple languages, making it easier for
companies to report financial information across different regions and
to comply with local language requirements.

Uses of XBRL :
 Financial Reporting: XBRL enables financial data to be exchanged
between businesses, financial institutions, and government agencies
 Regulatory Compliance: Many regulatory bodies such as the SEC,
RBI, and MCA have mandated the use of XBRL for reporting financial
data.
 Investor Analysis: XBRL data can be used by investors to perform
analysis and comparison of financial data across companies,
industries and regions.
 Risk Management: The use of XBRL in financial reporting helps
companies to identify and manage risks more effectively.
 Efficiency and Transparency: The use of XBRL promotes
transparency and efficiency in financial reporting.
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Drafting of notes to account :

1. Understand the requirements: This will ensure that the notes are
accurate and comply with the necessary guidelines.

2. Use clear and concise language: This will help ensure that the
information is easily understood by readers.

3. Organize the notes logically: This may involve grouping related

information together or presenting information in a chronological or
thematic order.

4. Provide relevant information: This may include details of significant

accounting policies, key assumptions and estimates, and details of
significant transactions or events.

5. Use supporting data and examples: To provide context and clarity,

notes to accounts may include supporting data and examples, such as
tables, charts, or graphs.

6. Ensure accuracy: It is essential that notes to accounts are accurate

and based on reliable data. Any assumptions or estimates used should be
disclosed and supported by appropriate evidence.

7. Review and revise: Finally, notes to accounts should be reviewed and

revised as necessary to ensure that they are complete, accurate, and
comply with the relevant standards or regulations.

SEGMENT REPORTING :
AS-17, or Accounting Standard 17, deals with segment reporting. This
standard requires companies to disclose information about the
performance and position of its business segments.
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Objectives of Segment reporting :

 Better decision-making: Segment reporting provides users with
more detailed information about the performance of different parts
of the business
 Increased transparency: Segment reporting increases
transparency by providing more detailed information about the
company's operations.
 Improved resource allocation: Segment reporting provides
information about how resources are allocated within the company,
allowing management to identify areas that require additional
investment or resources.
 Enhanced performance measurement: Segment reporting
allows users to better measure the performance of the company's
different segments

SUSTAINABILITY :
Sustainability reporting refers to the practice of measuring, disclosing, and
being accountable for an organization's economic, environmental, and
social impact.

It provides a transparent and holistic view of an organization's

sustainability performance to stakeholders such as investors, customers,
employees, and the wider community.

Sustainability reporting is important because it:

 Improves transparency and accountability: By reporting on
sustainability performance, organizations can be more transparent
about their impact on the environment and society.
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 Enhances reputation and stakeholder trust: Sustainability

reporting can help build trust with stakeholders and improve the
organization's reputation.
 Drives sustainability performance: By tracking and reporting on
sustainability performance, organizations can identify areas for
improvement and set goals to drive sustainability performance over
time.

SEVEN (7) PRINCIPLES SUSTAINABILITY REPORTING :

1. Materiality: Organizations should report on sustainability issues
that are relevant and important to their stakeholders.
2. Stakeholder Inclusiveness: Organizations should engage with a
range of stakeholders and seek to understand their sustainability
concerns and expectations.
3. Sustainability Context: Organizations should provide a clear
understanding of the environmental, social, and economic context in
which they operate
4. Completeness: Organizations should report on their sustainability
performance comprehensively and include information on both
positive and negative impacts.
5. Accuracy: Organizations should ensure the accuracy and reliability
of the sustainability information reported.
6. Timeliness: Organizations should report sustainability information
in a timely manner so that stakeholders can make informed
decisions.
7. Clarity: Organizations should communicate sustainability
information clearly, concisely
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Triple Bottom Line Reporting :

The concept of triple bottom line (TBL) reporting refers to a framework for
measuring and reporting on an organization's social, environmental, and
financial performance.

TBL reporting is based on the idea that an organization's success should

not be measured solely in terms of financial performance, but also in terms
of its impact on society and the environment.

Benefits of TBL Reporting :

 Improved sustainability performance: TBL reporting helps
organizations to measure and track their sustainability performance
across multiple dimensions
 Enhanced stakeholder engagement: TBL reporting provides a
platform for organizations to engage with a range of stakeholders
 Increased transparency and accountability: TBL reporting
provides a transparent and accountable account of an organization's
sustainability performance
 Improved risk management: TBL reporting can help
organizations to identify and manage sustainability risks
 Cost savings and efficiency gains: TBL reporting can help
organizations to identify opportunities for cost savings and
efficiency gains through improved resource management

CORPORATE SOCIAL RESPONSIBILITY REPORTING :

CSR (Corporate Social Responsibility) reporting is a type of sustainability
reporting
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It involves measuring and reporting on the organization's initiatives and

activities related to ethical and sustainable business practices, community
involvement, employee well-being, environmental stewardship, and other
social responsibility issues.

Key Components of CSR reporting Include:

1. Ethical business practices: This includes the organization's
commitment to ethical conduct and compliance with relevant laws and
regulations.

2. Social and community involvement: This includes the

organization's engagement with and impact on local communities, as well
as its contributions to social and charitable causes.

3. Employee well-being: This includes the organization's efforts to

ensure the health, safety, and well-being of its employees, as well as its
commitment to diversity, equity, and inclusion.

4. Environmental stewardship: This includes the organization's efforts

to minimize its environmental impact, such as reducing greenhouse gas
emissions, conserving natural resources, and managing waste and
pollution.

5. Governance and accountability: This includes the organization's

governance structure, leadership practices, and commitment to
transparency and accountability.
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 Corporate Accounting
Most important Practicle
Questions
Accounting Of Bonus Issue
Accounting Of Bonus Issue, Redemption Of
Preference Share, redemption Of Debentures
Redemption Of Debentures
purchase of own debentures
cash flow statement ( Direct )
financial Statement of Companies
Accounting Of ESOPs :
All In One Question :
Credit of questions and solutions goes to CA CS Anshul Aggrawal Unacademy CA
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