Bonus and Right Issue
Bonus and Right Issue
LEARNING OUTCOMES
UNIT OVERVIEW
If the subscribed and paid-up capital exceeds the authorised share capital as a
result of bonus issue, a resolution shall be passed by the company at its general
body meeting for increasing the authorised capital. A return of bonus issue along
with a copy of resolution authorising the issue of bonus shares is also required to
be filed with the Registrar of Companies.
Example 1
Alpha Company announced bonus issue to its shareholders in the ratio of 2:3 ie.
2 shares for every 3 shares held. Shareholder X has 6,000 shares before
announcement of bonus issue. How much shares would he have after bonus issue?
Solution
Company announced bonus issue in ratio of 2:3
(6,000 + 4,000)
4.1.2 Provisions of the Companies Act, 2013
Section 63 of the Companies Act, 2013 deals with the issue of bonus shares.
According to Sub-section (1) of Section 63, a company may issue fully paid-up
bonus shares to its members, in any manner whatsoever, out of—
(i) its free reserves;
(ii) the securities premium account; or
(iii) the capital redemption reserve account:
Provided that no issue of bonus shares shall be made by capitalising reserves
created by the revaluation of assets.
Sub-section (2) of Section 63 provides that no company shall capitalise its profits
or reserves for the purpose of issuing fully paid-up bonus shares under sub-
section (1), unless—
As per Section 2(43) of the Companies Act, 2013, “free reserves” means such reserves which,
as per the latest audited balance sheet of a company, are available for distribution as dividend.
Provided that—
(i) any amount representing unrealised gains, notional gains or revaluation of assets, whether
shown as a reserve or otherwise, or
(ii) any change in carrying amount of an asset or of a liability recognised in equity, including
surplus in profit and loss account on measurement of the asset or the liability at fair value, shall
not be treated as free reserves.
As per Section 63(2) of the Companies Act, 2013, bonus shares cannot be
issued unless party paid-up shares are made fully paid-up. Para 39(ii) of Table F
under Schedule I to the Companies Act, 2013 allows use of free reserves for
paying up amounts unpaid on shares held by existing shareholders.
On a combined reading of both the provisions, it can be said that free reserves
may be used for paying up amounts unpaid on shares held by existing
shareholders (though securities premium account and capital redemption
reserve cannot be used).
1
As per SEBI Regulations, such securities premium should be realized in cash, whereas under the
Companies Act, 2013, there is no such requirement. In accordance with Section 52, securities
premium may arise on account of issue of shares other than by way of cash. Thus, for unlisted
companies, securities premium (not realized in cash) may be used for issue of bonus shares,
whereas the same cannot be used in case of listed companies.
`
40,000 Equity shares of ` 10 each 4,00,000
Capital Redemption Reserve 55,000
Securities Premium (collected in cash) 30,000
General Reserve 1,05,000
Surplus i.e. credit balance of Profit and Loss Account 50,000
The company decided to issue to equity shareholders bonus shares at the rate
of 1 share for every 4 shares held and for this purpose, it decided that there
should be the minimum reduction in free reserves. Pass necessary journal entries.
SOLUTION
Journal Entries in the books of Bharat Ltd.
Dr. Cr.
` `
Capital Redemption Reserve A/c Dr. 55,000
Securities Premium A/c Dr. 30,000
General Reserve A/c (b.f.) Dr. 15,000
To Bonus to Shareholders A/c 1,00,000
(Bonus issue of one share for every four
shares held, by utilising various reserves as
per Board’s resolution dated…….)
Working Note-
Number of Bonus shares to be issued- (40,000 shares / 4) X 1 =
10,000 shares Value of Bonus shares- 10,000 shares of ` 10 each =
` 1,00,000 ILLUSTRATION 2
Pass Journal Entries in the following circumstances:
(i) A Limited company with subscribed capital of ` 5,00,000 consisting of
50,000 Equity shares of ` 10 each; called up capital ` 7.50 per share. A
bonus of ` 1,25,000 declared out of General Reserve to be applied in
making the existing shares fully paid up.
(ii) A Limited company having fully paid up capital of ` 50,00,000 consisting of
Equity shares of ` 10 each, had General Reserve of ` 9,00,000. It was
resolved to capitalize ` 5,00,000 out of General Reserve by issuing 50,000
fully paid bonus shares of ` 10 each, each shareholder to get one such
share for every ten shares held by him in the company.
SOLUTION
Journal Entries
` `
(i) General Reserve A/c Dr. 1,25,000
To Bonus to shareholders 1,25,000
A/c (For making provision of bonus
issue)
Share Final Call A/c 1,25,000
To Equity share capital A/c 1,25,000
(For final calls of ` 2.5 per share on 50,000
equity shares due as per Board’s Resolution
dated….)
Bonus to shareholders A/c Dr. 1,25,000
To Share Final Call A/c 1,25,000
(For bonus money applied for
call)
(ii) General Reserve A/c Dr. 5,00,000
To Bonus to shareholders 5,00,000
A/c (For making provision of bonus
issue)
Bonus to shareholders Dr. 5,00,000
A/c 5,00,000
To Equity share capital A/c
(For issue of 50,000 bonus shares at
` 10)
© The Institute of Chartered Accountants
of India
ACCOUNTING
11.13
0
ILLUSTRATION 3
Following notes pertain to the Balance Sheet of Solid Ltd. as at 31st March, 2022:
`
Authorised capital :
10,000 12% Preference shares of ` 10 each 1,00,000
1,00,000 Equity shares of ` 10 each 10,00,000
11,00,000
Issued and Subscribed capital:
8,000 12% Preference shares of ` 10 each fully paid 80,000
90,000 Equity shares of ` 10 each, ` 8 paid up 7,20,000
Reserves and Surplus :
General reserve 1,60,000
Revaluation reserve 35,000
Securities premium (collected in cash) 20,000
Profit and Loss Account 2,05,000
Secured Loan:
12% Debentures @ ` 100 each 5,00,000
On 1st April, 2022 the Company has made final call @ ` 2 each on 90,000
equity shares. The call money was received by 20th April, 2022. Thereafter the
company decided to capitalise its reserves by way of bonus at the rate of one share
for every four shares held. Show necessary entries in the books of the company
and prepare the extract of the Balance Sheet immediately after bonus issue
assuming that the company has passed necessary resolution at its general body
meeting for increasing the authorised capital.
SOLUTION
Journal Entries in books of Solid Ltd.
Dr. Cr.
2022 ` `
April 1 Equity Share Final Call A/c Dr. 1,80,00
To Equity Share Capital A/c 0 1,80,00
(Final call of ` 2 per share on 90,000 0
equity shares due as per Board’s
Resolution dated.............................................)
Notes to Accounts
1 Share Capital
Authorised share capital
10,000 12% Preference shares of ` 10 1,00,00
each 1,12,500 Equity shares of ` 10 each 0
Issued, subscribed and fully paid share 11,25,00
capital 8,000 12% Preference shares of ` 0
10 each
1,12,500 Equity shares of ` 10 each, fully 80,000
paid (Out of above, 22,500 equity shares
@ ` 10 each were issued by way of bonus) (A)
Total 11,25,00
0
12,05,00
0
`
Share capital:
Authorised capital:
15,000 12% Preference shares of ` 10 each 1,50,000
1,50,000 Equity shares of ` 10 each 15,00,000
16,50,000
Issued and Subscribed capital:
12,000 12% Preference shares of ` 10 each fully paid 1,20,000
1,35,000 Equity shares of ` 10 each, ` 8 paid up 10,80,000
On 1st April, 2022, the Company has made final call @ ` 2 each on 1,35,000 equity
shares. The call money was received by 20th April, 2022. Thereafter, the company
decided to capitalise its reserves by way of bonus at the rate of one share for
every four shares held.
Show necessary journal entries in the books of the company and prepare the
extract of the balance sheet as on 30th April, 2022 after bonus issue.
SOLUTION
Journal Entries in the books of Preet Ltd.
` `
1-4-2022 Equity share final call A/c Dr. 2,70,000
To Equity share capital A/c 2,70,000
(For final calls of ` 2 per share on 1,35,000
equity shares due as per Board’s
Resolution dated….)
Working Notes:
1. Number of Bonus shares to be issued- `
(1,35,000 shares / 4) X 1 = 33,750 shares
2. The authorised capital should be increased as per details given below:
Existing issued Equity share capital 13,50,000
Add: Issue of bonus shares to equity shareholders 3,37,500
16,87,500
The shares can be offered, without being offered to the existing shareholders,
provided the company has passed a special resolution and shares are offered
accordingly.
Situation 1
To employees under a scheme of employees’ stock option subject to certain
specified conditions
Situation 2
To any persons, either for cash or for a consideration other than cash, if the
price of such shares is determined by the valuation report of a registered valuer
subject to certain specified conditions.
Situation 3
Sometimes companies borrow money through debentures / loans and give their
creditor an option to buy equity shares of a company. An option is a right, but not
an obligation, to buy equity shares on a future date (expiry date) at a price
agreed in advance (exercise price).
According to Section 62(3), nothing in this section shall apply to the increase of the
subscribed capital of a company caused by the exercise of an option as a term
attached to the debentures issued or loan raised by the company to convert such
debentures or loans into shares in the company.
Provided that the terms of issue of such debentures or loan containing such an
option have been approved before the issue of such debentures or the raising of
loan by a special resolution passed by the company in general meeting.
Situation 4
It is a special situation where the loan has been obtained from the government, and
government in public interest, directs the debentures / loan to be converted
into equity shares.
According to Section 62(4), notwithstanding anything contained in sub-section (3),
where any debentures have been issued, or loan has been obtained from any
Government by a company, and if that Government considers it necessary in the
public interest so to do, it may, by order, direct that such debentures or loans or
any part thereof shall be converted into shares in the company on such terms and
conditions as appear to the Government to be reasonable in the circumstances of
the case even if terms of the issue of such debentures or the raising of such loans
do not include a term for providing for an option for such conversion.
2
As per Section 2(57) of Companies Act 2013, “net worth” means the aggregate value
of the paid-up share capital and all reserves created out of the profits and securities
premium account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, as per the audited balance
sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
[Cum-right (Existing
value of the Number of
Ex-right existing shares +
value of shares Number of
the shares + (Rights right
shares X shares)
Issue Price)]
Right of Renunciation
Right of renunciation refers to the right of the shareholder to surrender his right to
buy the securities and transfer such right to any other person. Shareholders that
have received right shares have three choices of what to do with the rights. They
can act on the rights and buy more shares as per the particulars of the rights issue;
they can sell them in the market; or they can pass on taking advantage of their
rights (i.e., reject the right offer).
The renunciation of the right is valuable and can be monetised by the existing
shareholders in well-functioning capital market. The monetised value available to
the existing shareholders due to right issue is known as ‘value of right’. If a
shareholder decides to renounce all or any of the right shares in favour of his
nominee, the value of right is restricted to the sale price of the renouncement of a
right in favour of the nominee. In case the right issue offer is availed by an
existing shareholder, the value of right is determined as given below:
Value of right = Cum-right value of share – Ex-right value of share
Ex-right value of the shares = [Cum-right value of the existing shares + (Rights
shares X Issue Price)] / (Existing Number of shares + Number of right shares)
In our previous example, Ex-right value of share = [` 250,000 + (` 14 X 1,000
shares)] / 10,000
+ 1,000 shares = ` 24
Value of right = ` 25 – ` 24 = ` 1 per share.
Example 3
Continuing the previous case, consider an individual shareholder Mr. Narain
holding 100 shares of Prosperous Company before rights issue.
Current worth of holding = No. of shares X Cum-right Market Price
= 100 X 25 = ` 2,500
(a) If Narain exercises his right, he will pay ` 14X10 shares = ` 140.
His total investment in the company including right is ` 2,640 (` 2,500+`
140).
On a per share basis, it is ` 2,640 /110 shares = ` 24, which is the Ex-right
Market value of the share.
(b If Narain does not exercise his right to further issue, his holding’s worth will
) decline to
` 24 X 100 shares = ` 2400. The law allows him to compensate for this
dilution of shareholding by renouncing this right in favour of, say, Mr.
Murthy.
Narain can charge Murthy, in well-functioning capital markets, this dilution of
` 100 by renouncing his right to acquire 10 shares. Hence Murthy will be
charged ` 10 per share (` 100 / 10 shares), in return for a confirmed
For every share to be offered to Murthy, Narain must have ten shares at the back.
Hence his holding of 10 shares fetches him right money of ` 10 or ` 1 per share
held. This is exactly equal to the difference between Cum-right and Ex-right value
of the share. It is termed as the Value of Right.
SUMMARY
Bonus issue means an issue of additional shares free of cost to existing
shareholders.
Bonus Issue is also known as a "scrip issue" or "capitalization issue" or
“capitalization of profits”.
Bonus issue has following major effects:
- Share capital gets increased according to the bonus issue ratio
- Effective Earnings per share, Book Value and other per share
values stand reduced.
- Markets take the action usually as a favourable act.
- Market price gets adjusted on issue of bonus shares.
- Accumulated profits get reduced.
Bonus shares can be issued from following:
- Free Reserves
- Securities Premium collected in cash
- Capital Redemption Reserve.
Bonus issue cannot be made out of Revaluation Reserve created by
revaluation of assets.
A right issue is an offer of equity shares in a further issue of shares by a
1. Which of the following cannot be used for issue of bonus shares as per the
Companies Act?
(a) Securities premium account
(b) Revaluation reserve
(c) Capital redemption reserve
2. Which of the following statements is true with regard to declaring and issuing of
Bonus Shares?
(a) Assets are transferred from the company to the shareholders.
(b) A Bonus issue results in decrease in reserves and surplus.
(c) A Bonus issue is same as declaration of dividends.
3. Which of the following statement is true in case of bonus issue?
(a) Convertible debenture holders will get bonus shares in same
proportion as to the existing shareholders.
(b) Bonus shares may be issued to convertible debenture holders at
the time of conversion of such debentures into shares.
(c) Both (a) and (b).
4. Bonus issue is also known as
(a) Scrip issue.
(b) Capitalisation issue.
(c) Both (a) and (b).
Theoretical Questions
1. What is meant by Bonus issue? Explain its related provisions as per the
Companies Act, 2013.
2. Explain the financial effects of a further issue of equity shares on the market
value of the share.
3. What are the advantages and disadvantages of a rights issue?
4. What is meant by renunciation of rights shares by existing shareholder?
Practical Questions
1. Following items appear in the Trial Balance of Saral Ltd. as on 31st March,
2022:
Particulars Amount
4,500 Equity Shares of ` 100 each 4,50,000
Securities Premium (collected in cash) 40,000
Capital Redemption Reserve 70,000
General Reserve 1,05,000
Profit and Loss Account (Cr. Balance) 65,000
2. The following notes pertain to Brite Ltd.'s Balance Sheet as at 31st March,
2022:
Notes ` in Lakhs
(1) Share Capital
Authorised :
20 crore shares of ` 10 20,000
each Issued and
Subscribed :
10,000
10 crore Equity Shares of ` 10 each
2,000
2 crore 11% Cumulative Preference Shares of ` 10 each
12,000
Total
Called and paid up:
10 crore Equity Shares of ` 10 each, ` 8 per share called 8,000
and paid up 2 crore 11% Cumulative Preference Shares of
` 10 each, 2,000
fully called and paid up 10,000
Total
(2) Reserves and Surplus : 1,485
Capital Redemption
2,000
Reserve
1,040
Securities Premium (collected in cash)
General Reserve 273
Surplus i.e. credit balance of Profit & Loss Account 4,798
Total
On 2nd April 2022, the company made the final call on equity shares @ `
2 per share. The entire money was received in the month of April, 2022.
On 1st June 2022, the company decided to issue to equity shareholders
bonus shares at the rate of 2 shares for every 5 shares held . Pass journal
entries for all the above mentioned transactions. Also prepare the notes on
Share Capital and Reserves and Surplus relevant to the Balance Sheet of
the company immediately after the issue of bonus shares.
3. Following notes pertain to the Balance Sheet of Manoj Ltd. as at 31st March,
2022
Authorised capital: `
30,000 12% Preference shares of ` 10 each 3,00,000
3,00,000 Equity shares of ` 10 each 30,00,000
33,00,000
On 1st April, 2022, the Company has made final call @ ` 2 each on
2,70,000 equity shares. The call money was received by 20 th April, 2022.
Thereafter, the company decided to capitalise its reserves by way of bonus
at the rate of one share for every four shares held.
Show necessary journal entries in the books of the company and prepare
the extract of the balance sheet as on 30th April, 2022 after bonus issue.
4. A company has decided to increase its existing share capital by making rights
issue to its existing shareholders. The company is offering one new share
for every two shares held by the shareholder. The market value of the share
is ` 240 and the company is offering one share of ` 120 each. Calculate the
value of a right. What should be the ex-right market price of a share?
5. A Ltd company having share capital of 25,000 equity shares of `10 each
decides to issue rights share at the ratio of 1 for every 4 shares held at par
value. Assuming all the share holders accepted the rights issue and all
money was duly received, pass journal entries in the books of the company.
6. Following notes pertain to the Balance Sheet of Mars Company
Limited as at 31st March 2022:
`
Authorised capital:
50,000 12% Preference shares of ` 10 each 5,00,000
5,00,000 Equity shares of ` 10 each 50,00,000
55,00,000
Issued and Subscribed capital:
50,000 12% Preference shares of ` 10 each fully paid 5,00,000
On 1st April, 2022, the Company has made final call @ ` 2 each on 4,00,000
equity shares. The call money was received by 25 th April, 2022. Thereafter,
on 1st May 2022 the company decided to capitalise its reserves by way of
bonus at the rate of one share for every four shares held, it decided that
there should be minimum reduction in free reserves.
On 1st June 2022, the Company issued Rights shares at the rate of two
shares for every five shares held on that date at issue price of ` 12 per
share. All the rights shares were accepted by the existing shareholders and
the money was duly received by 20th June 2022.
Show necessary journal entries in the books of the company for bonus issue
and rights issue.
ANSWERS/ HINTS
True and False
1. False. Earnings per share gets decreased after bonus issue.
2. False. Issued share capital including issue of rights shares and bonus
shares is always less than or equal to Authorised capital.
3. True. Rights issue of shares results in decrease of market value of
per share in comparison to market price before rights issue.
4. False. Right shares are normally offered at a price less than the cum-right
value of the share, causing dilution in its value post-right issue.
Theoretical Questions
1. Bonus Issue means an offer of free additional shares to existing shareholders.
A company may decide to distribute further shares as an alternative to
increase the dividend pay-out. For details, refer para 4.1.1 & 4.1.2.
2. The financial position of a business is contained in the balance sheet. Further
issue of shares increases the amount of share capital as well as the liquid
resources (Bank). The amount of share capital issued is the product of further
number of shares issued multiplied by issue price. The issue price may be
higher than the face value (issue at a premium).
3. Rights issue is an issue of rights to a company's existing shareholders
that entitles them to buy additional shares directly from the company in
proportion to their existing holdings, within a fixed time period. For
advantages and disadvantages of right issue, refer para 4.2.3.
4. In a situation where existing shareholder does not intend to subscribe to
the rights issue of a company, he may give up his right in favour of another
person for a consideration. Such giving up of rights is called renunciation
of rights.
Practical Questions
1. Journal Entries in the books of Saral Ltd.
2022 Dr. Cr.
Capital Redemption Reserve A/c Dr. 70,000
Securities Premium A/c Dr. 40,000
General Reserve A/c (b.f.) Dr. 40,000
To Bonus to Shareholders A/c 1,50,000
(Bonus issue of one shares for every three
shares held, by utilising various reserves
as per Board’s resolution dated…….)
Working Note- Number of bonus shares to be issued- 4500 / 3 X1= 1500 shares
Notes to Accounts
` in lakhs
1. Share Capital
Authorised share
capital: 20,000
20 crore shares of ` 10 each
Issued, subscribed and fully paid up share
14,000
capital: 14 crore Equity shares of ` 10 each,
fully paid up
(Out of the above, 4 crore equity shares @ ` 10
each were issued by way of bonus)
2,000
2 crore, 11% Cumulative Preference share capital
of ` 10 each, fully paid up 16,000
` `
1-4-2022 Equity share final call A/c Dr. 5,40,000
To Equity share capital A/c 5,40,000
(For final calls of ` 2 per share on
2,70,000 equity shares due as per
Board’s Resolution dated….)
`
Authorised Capital
30,000 12% Preference shares of `10 each 3,00,000
3,37,500 Equity shares of `10 each (refer W.N.) 33,75,000
Issued and subscribed capital
24,000 12% Preference shares of `10 each, fully paid 2,40,000
3,37,500 Equity shares of `10 each, fully paid 33,75,000
(Out of the above, 67,500 equity shares @ `10
each were
issued by way of bonus shares)
Reserves and surplus
Capital Redemption Reserve 1,20,000
Less: Utilised for bonus issue (1,20,000) NIL
Securities premium 75,000
Less: Utilised for bonus issue (75,000) NIL
General Reserve 3,60,000
Less: Utilised for bonus issue (3,60,000) NIL
Profit and Loss Account 6,00,000
Less: Utilised for bonus issue (1,20,000) 4,80,000
Working Note:
1. Number of bonus shares to be issued- 2,70,000/4 X1= 67,500 shares
2. The authorised capital should be increased as per details given below:
`
Existing issued Equity share capital 27,00,000
Add: Issue of bonus shares to equity shareholders
6,75,00
0
33,75,00
0
4. Ex-right value of the shares = (Cum-right value of the existing
shares + Rights shares x Issue Price) /
(Existing Number of shares + No. of right
shares)
= (` 240 x 2 Shares + ` 120 x 1 Share) /
(2 + 1) Shares
© The Institute of Chartered Accountants
of India
ACCOUNTING
11.154
= ` 600 / 3 shares = ` 200 per share.