The issuance of shares is a fundamental aspect of a company’s capital structure, providing a means for raising funds to support its operations, expansion, and various financial activities. When shares are issued at a premium, it signifies that the shares are sold for more than their nominal or par value. Understanding the application of premiums received on the issue of shares is crucial for compliance with legal requirements and effective financial management.
This article delves into the concept of share premiums, relevant legal provisions, and their application in corporate finance under the Companies Act, 2013. It covers essential topics, including how premiums can be utilized, the accounting treatment of share premiums, and compliance with regulatory frameworks.
Understanding Share Premium
What is Share Premium?
Share premium refers to the excess amount received by a company over and above the par value of its shares during the issuance process. For instance, if a share with a par value of ₹10 is issued at ₹15, the share premium is ₹5.
Importance of Share Premium
- Enhancing Capital Base: The share premium contributes to the company’s overall capital base, strengthening its financial position.
- Improving Credibility: Issuing shares at a premium reflects investor confidence and can enhance the company’s reputation in the market.
- Funding for Future Projects: Premiums can be utilized to fund future projects, acquisitions, or expansions, contributing to the long-term growth of the company.
Legal Framework Governing Share Premium
Companies Act, 2013
The Companies Act, 2013, provides comprehensive regulations regarding the application of premiums received on the issue of shares. The relevant sections include:
- Section 52: This section governs the application of share premiums. It states that the amount received by a company on the issue of shares that exceeds the nominal value of those shares shall be transferred to a separate account known as the “share premium account.”
Key Provisions of Section 52
- Establishment of Share Premium Account: Upon issuing shares at a premium, the amount must be credited to a distinct share premium account, separate from the general reserves or other accounts.
- Permitted Uses of Share Premium Account: The share premium account can be utilized only for specific purposes outlined in the Companies Act, 2013, which include:
- Issuing fully paid-up bonus shares to the shareholders.
- Writing off preliminary expenses.
- Writing off expenses incurred on the issue of shares and debentures.
- Providing for the premium payable on redemption of redeemable preference shares or debentures.
- Prohibition on Dividend Payments: The amount in the share premium account cannot be used for paying dividends to shareholders.
Accounting Standards
In addition to the provisions of the Companies Act, accounting standards must be adhered to when dealing with share premiums. Indian Accounting Standard (Ind AS) 32 and Ind AS 1 provide guidelines for recognizing, measuring, and presenting financial instruments, including shares issued at a premium.
Accounting Treatment of Share Premium
Initial Recognition
When shares are issued at a premium, the total amount received is divided into two parts: the par value of the shares and the premium amount. The accounting entries for the issuance of shares at a premium typically involve:
- Debit: Bank Account (Total amount received)
- Credit: Share Capital Account (Nominal value of shares issued)
- Credit: Share Premium Account (Amount received in excess of nominal value)
Example
Assuming a company issues 1,000 shares with a par value of ₹10 at a price of ₹15, the accounting entries would be:
- Bank Account: Debit ₹15,000 (1,000 shares × ₹15)
- Share Capital Account: Credit ₹10,000 (1,000 shares × ₹10)
- Share Premium Account: Credit ₹5,000 (1,000 shares × ₹5)
Subsequent Utilization of Share Premium
The share premium account can be utilized for various purposes as stipulated in Section 52. The accounting entries for these transactions would involve transferring amounts from the share premium account to the relevant expense or capital account.
Example of Utilization
- Issuing Bonus Shares: If the company decides to issue fully paid-up bonus shares, the entries would be:
- Debit: Share Premium Account (Amount utilized for bonus shares)
- Credit: Share Capital Account (Nominal value of bonus shares issued)
- Writing Off Preliminary Expenses: If the company incurs preliminary expenses that need to be written off, the entry would be:
- Debit: Preliminary Expenses Account
- Credit: Share Premium Account
Implications of Share Premium on Corporate Governance
Transparency and Disclosure
The treatment of share premiums is crucial for maintaining transparency in financial statements. Companies are required to disclose the details of share premiums in their financial statements, ensuring stakeholders are aware of the capital structure.
Regulatory Compliance
Adhering to the provisions of the Companies Act, accounting standards, and regulations set forth by the Securities and Exchange Board of India (SEBI) is essential for companies to avoid penalties or legal repercussions.
Impact on Shareholder Rights
Share premium can influence shareholder rights, particularly when it comes to issuing bonus shares or during the redemption of shares. The distribution of shares and premium amounts must be executed with fairness and in compliance with applicable laws.
Common Practices Regarding Share Premium
Issuance of Shares at Premium
Companies often issue shares at a premium to attract investors and generate additional funds. This practice is prevalent among well-established companies with strong market positions.
Issuing Bonus Shares
Using share premium to issue bonus shares is a common practice, as it allows companies to reward existing shareholders without affecting cash reserves.
Share Buyback Programs
In some cases, companies may utilize share premium to fund share buyback programs, enhancing shareholder value by reducing the number of shares in circulation.
Challenges Associated with Share Premium
Regulatory Scrutiny
Companies issuing shares at a premium may face increased scrutiny from regulators, especially regarding compliance with the Companies Act and accounting standards.
Market Fluctuations
Market conditions can impact the ability of companies to issue shares at a premium. If market sentiment is low, investors may be reluctant to buy shares at higher prices.
Balancing Premium Use
Companies must carefully balance the utilization of share premium for various purposes, ensuring compliance with legal provisions while maximizing shareholder value.
The application of premiums received on the issue of shares is a vital aspect of corporate finance, governed by specific legal provisions under the Companies Act, 2013. By establishing a share premium account and utilizing it for designated purposes, companies can enhance their financial strength and maintain compliance with regulatory frameworks.
Understanding the importance of share premiums, their accounting treatment, and the implications for corporate governance is essential for companies aiming to build credibility and foster shareholder trust. As companies navigate the complexities of share issuance, adhering to legal requirements and best practices will be crucial for sustaining long-term growth and success in the competitive corporate landscape.
With the right approach to managing share premiums, companies can leverage this financial instrument to support their strategic objectives while ensuring fair treatment of all shareholders.