CHP 6 Internal Reconstruction
CHP 6 Internal Reconstruction
INTERNAL
RECONSTRUCTION
                                      LEARNING OUTCOMES
After studying this chapter, you will be able to :
❑ Understand the meaning of term “reconstruction” and the
      types of reconstruction.
❑ Understand the concept of Sub-division and consolidation of
      shares, conversion of shares into stock and vice versa
❑ Understand the meaning of Capital reduction account and
      rules regarding the presentation of accounts post
      reconstruction in accordance with the provisions of the
      Companies Act 2013.
Types of Reconstruction
      1. MEANING OF RECONSTRUCTION
When a company has been making losses for several years, the financial position
does not present a true and fair view of the state of the affairs of the company. In
such a company the assets are generally overvalued, as the balance sheet consists
of fictitious assets, unrepresented intangible assets and debit balance in the profit
and loss account (showing the carry forward of losses). Such a situation always
leads the company to show a higher net worth and not depicting a true picture of
financial statements. In short, the company is over capitalized. Such a situation
brings the need for reconstruction/reorganization of the affairs.
  Liabilities:                                                                   `
  As on 31-12-20X1
  1. Share Capital
  Authorized:
  20,000 Equity Shares of ` 10 each                                        2,00,000
  Issued, Subscribed and Paid up:
  20,000 Equity Shares of ` 10 each ` 8 per share paid up                  1,60,000
  As on 31-12-20X2
  1. Share Capital
  Authorized:
  40,000 Equity Shares of ` 5 each                                     2,00,000
  Issued, Subscribed and Paid up:
  40,000 Equity Shares of ` 5 each ` 4 per share paid up               1,60,000
  As on 31-12-20X3                                                             `
  1. Share Capital
  Authorized:
  2,000 Equity Shares of ` 100 each                                    2,00,000
  Issued, Subscribed and Paid up:
  2,000 Equity Shares of ` 100 each ` 80 per share paid up             1,60,000
Note: Some accountants prefer not to make any entry as the amount remains
same. Even when an entry is passed it applies only to the called-up portion, and
not to uncalled or unissued portion of share capital.
Conversion of Fully Paid Shares into Stock and Stock into Shares
According to section 61 of Companies Act, 2013, a company can convert its fully
paid shares into stock and reconversion of stock into shares. If authorized by its
Articles, a company may, in a general meeting by passing an ordinary resolution,
can convert its fully paid shares into stock and reconversion of stock into shares.
Stock is the consolidation of the share capital into one unit divisible into aliquot
parts. Stock is a bundle of fully paid shares put together for convenience so that it
may be divided into any amount and transferred into any fractions and sub-
divisions without regard to the original face value of the shares. While it is
impossible for share capital to be one share, any amount of stock may be
transferred. In practice, however, companies restrict the transfer of stock to
multiples say, ` 100.
A company can convert its fully paid shares into stock. Upon the company
converting its shares into stock, the book-keeping entries merely record the
transfer from share capital account to stock account. A separate Stock Register is
started in which details of members’ holdings are entered and the annual return is
modified accordingly.
Illustration 2
C Ltd. had ` 5,00,000 authorized capital on 31-12-20X1 divided into shares of ` 100
each out of which 4,000 shares were issued and fully paid up. In June 20X2 the
Company decided to convert the issued shares into stock. But in June, 20X3 the
Company re-converted the stock into shares of ` 10 each, fully paid up.
Pass entries and show how Share Capital will appear in Notes to Balance Sheet as on
31-12-20X1, 31-12-20X2 and 31-12-20X3.
Solution
Journal Entries
                                                                       `          `
  20X2
  June      Equity Share Capital A/c                       Dr.   4,00,000
                   To Equity Stock A/c                                      4,00,000
            (Being conversion of 4,000 fully paid Equity
            Shares of ` 100 into ` 4,00,000 Equity Stock
            as per resolution in general meeting
            dated…)
  20X3
  June      Equity Stock A/c                               Dr.   4,00,000
                   To Equity Share Capital A/c                              4,00,000
            (Being re-conversion of ` 4,00,000 Equity
            Stock into 40,000 shares of ` 10 fully paid
            Equity Shares as per resolution in General
            Meeting dated...)
by the company, a company may, by a special resolution, reduce the share capital
in the following manner-
(a)    Extinguishing or reducing the liability of the shareholders in respect of unpaid
       amount on the shares held by them; or
(b)    Paying off any paid-up share capital which is in excess of its requirements;
(c)    Cancelling any paid-up share capital which is lost or is unrepresented by
       available assets.
Generally, reduction in share capital is followed when a company has been suffering
losses continuously for a long time, is not truly represented by its assets. In such a
case, any scheme for capital reduction should write-off that portion of capital which
is already lost
This reduction is a sacrifice by the shareholders and the amount of reduction or
sacrifice is credited to a new account called Capital Reduction Account (or
Reconstruction Account). The accounting treatment is as follows:
(a) When liability of the shareholders is extinguished or reduced in respect
of unpaid amount on the shares held by them: Here the shareholders are not
called upon to pay the unpaid amount on shares held by them in future. For
example, a company decides to reduce ` 10 per share, into ` 7.5 per share fully
paid up, by cancelling the unpaid amount of ` 2.5 per share. The entry in this case
would be
Share Capital (Partly Paid-Up) Account                Dr. (` 7.5 (Fv `10) X No. of Shares)
      To Share Capital (Fully Paid-up) Account        (` 7.5 (Fv- `7.5) X No. of Shares)
(b) When excess paid up capital is paid off: When its not possible for the
company to employ profitably its paid up capital, then in such case it may decide
to refund the excess capital to its shareholders. For example, a company having
fully paid-up share of ` 10 each, decides to pay-off ` 2 per share to make it of ` 8
fully paid-up, entries in that case would be
Share Capital Account (` 10)                Dr. (` 10 X No. of Shares)
        To Share Capital Account (` 8)                              (` 8 X No. of Shares)
        To Sundry Shareholders Account                              (` 2 X No. of Shares)
Sundry Shareholders Account                   Dr. (` 2 X No. of Shares)
        To Bank Account                                             (` 2 X No. of Shares)
(c)   When the paid up capital which is lost or not represented is cancelled:
Reduction in paid up value only- Here the nominal value of the share remains the
same and only the paid value is reduced. For example, the shareholders may agree to
reduce the paid capital of ` 100 per share to paid value of ` 10 per share. The sacrifice
is ` 90 and the entry will be
Share Capital Account                         Dr. (` 90 X No. of Shares)
        To Capital Reduction Account                (` 90 X No. of Shares)
Reduction in both nominal and paid up values- In this case, both the paid up
capital and nominal value of the shares are reduced. Continuing the above example,
the entry will be:
Share Capital Account (` 100 Share)                          Dr. (` 100 X No. of Shares)
        To Share Capital (` 10 Share)                          (` 10 X No. of Shares)
        To Capital Reduction Account                             (` 90 X No. of Shares)
Thus in such treatment we debit the original Share Capital Account so as to close
it, credit new Share Capital Account with the amount treated as paid up; and credit
Capital Reduction Account with the difference.
2.4 Compromise/Arrangements
A scheme of compromise and arrangement is an agreement between a company
and its members and outside liabilities when the company faces financial problems.
Such an arrangement therefore also involves sacrifices by shareholders, or creditors
or debenture holders or by all of them.
Accounting treatment for some of the cases is as follows:
a)    When equity shareholders give up their right over the reserves and
      accumulated profits of the company:
      Reserves Account                                    Dr. (With the amount of
            To Reconstruction Account                                 reserves)
b)    Settlement of outside liabilities at lesser amount: Liabilities such as sundry
      creditors may agree to accept less amount in lieu of final settlement.
      Treatment will be as follows:
      Outside Liabilities Account       Dr. (With the amount of sacrifice)
      Provision Account (if any)       Dr. (made by creditors, debenture holders etc.)
            To Reconstruction Account
                                 Particulars                     Notes           `
              Equity and Liabilities
      1       Shareholders’ funds
          A     Share capital                                      1     11,50,000
          B     Reserves and Surplus                               2     (5,35,000)
      2       Non-current liabilities
          A     Long-term borrowings                               3      3,75,000
      3       Current liabilities
          A     Trade Payables                                            3,00,000
          B     Short term borrowings - Bank Overdraft                    1,95,000
          C     Other current liabilities                          4      1,22,500
                                                         Total           16,07,500
              Assets
      1       Non-current assets
          A     Property, plant and equipment                      5      4,75,000
          B     Intangible assets                                  6      1,67,500
          C     Non-current investments                            7        55,000
      2       Current assets
          A     Inventories                                               4,25,000
          B     Trade receivables                                         4,85,000
                                                         Total           16,07,500
Notes to accounts
                                                                                   `
      1   Share Capital
          Equity share capital:
          75,000 Equity Shares of ` 10 each                                 7,50,000
          Preference share capital:
          4,000 6% Cumulative Preference Shares of ` 100 each               4,00,000
                                                                           11,50,000
      2   Reserves and Surplus
          Debit balance of Profit and loss Account                         (5,35,000)
                                                                           (5,35,000)
      3   Long-term borrowings
          Secured
             6% Debentures (secured on the freehold property)               3,75,000
                                                                            3,75,000
      4   Other current liabilities
          Loan from directors                                               1,00,000
          Interest payable on 6% debentures                                   22,500
                                                                            1,22,500
      5   Property plant and Equipment
          Freehold property                                                 4,25,000
          Plant                                                               50,000
                                                                            4,75,000
      6   Intangible assets
          Goodwill                                                          1,30,000
          Patents                                                             37,500
                                                                            1,67,500
      7   Non-current investments
          Investments at cost                                                 55,000
                                                                              55,000
The Court approved a Scheme of re-organization to take effect on 1-1-20X2, whereby:
(i)       The Preference shares to be written down to ` 75 each and Equity Shares to
          ` 2 each.
(ii)    Of the Preference Share dividends which are in arrears for four years, three
        fourths to be waived and Equity Shares of ` 2 each to be allotted for the
        remaining quarter.
(iii)   Interest payable on debentures to be paid in cash.
(iv)    Debenture-holders agreed to take over freehold property, book value
        ` 1,00,000 at a valuation of ` 1,20,000 in part repayment of their holdings and
        to provide additional cash of ` 1,30,000 secured by a floating charge on
        company’s assets at an interest rate of 8% p.a.
(v)     Patents and Goodwill to be written off.
(vi)    Inventory to be written off by ` 65,000.
(vii) Amount of ` 68,500 to be provided for bad debts.
(viii) Remaining freehold property after giving to debenture holders, to be re-valued
       at ` 3,87,500.
(ix)    Investments be sold for ` 1,40,000.
(x)     Directors to accept settlement of their loans as to 90% thereof by allotment of
        equity shares of ` 2 each and as to 5% in cash, and balance 5% being waived.
(xi)    There were capital commitments totalling ` 2,50,000. These contracts are to be
        cancelled on payment of 5% of the contract price as a penalty.
(xii) Ignore taxation and cost of the scheme.
You are requested to show Journal entries reflecting the above transactions (including
cash transactions) and prepare the Balance Sheet of the company after completion
of the Scheme.
Solution
                                                                       Dr.         Cr.
                                                                          `          `
   20X2      Equity Share Capital A/c (` 10)                 Dr.   7,50,000
   Jan. 1            To Capital Reduction A/c                                 6,00,000
                     To Equity Share Capital A/c (` 2)                        1,50,000
Balance Sheet of A & Co. Ltd. (And Reduced) as at 1st January, 20X2
                                Particulars                 Notes           `
           Equity and Liabilities
  1        Shareholders’ funds
       A       Share capital                                  1           5,64,000
  2        Non-current liabilities
       A       Long-term borrowings                           2           3,85,000
  3        Current liabilities
       A       Trade Payables                                             3,00,000
       B       Short term provision                           3            68,500
                                                    Total                13,17,500
           Assets
  1        Non-current assets
       A       Property, plant and equipment                  4           4,37,500
       B         Intangible assets                            5                  -
  2        Current assets
       A       Inventories                                                3,60,000
       B       Trade receivables                                          4,85,000
       C       Cash and cash equivalents                                   35,000
                                                    Total                13,17,500
Notes to accounts
  1    Share Capital
       Equity share capital
       1,32,000 Equity shares of ` 2 each (of the above                   2,64,000
       57,000 shares have been issued for consideration
       other than cash)
       Preference share capital
       4,000 6% Preference shares of ` 75 each                            3,00,000
       Total                                                              5,64,000
  2    Long-term borrowings
       Secured
            6% Debentures                                                     2,55,000
            8% Debentures                                                     1,30,000
       Total                                                                  3,85,000
  3    Short term provision
               Provision for doubtful debts                                     68,500
  4    Property, plant and equipment
       Freehold property                                          4,25,000
       Add: Appreciation under scheme of Reconstruction             82,500
       Less: Disposed of                                      (1,20,000) 3,87,500
       Plant                                                                    50,000
       Net carrying value                                                     4,37,500
  5    Intangible assets
       Goodwill                                                   1,30,000
       Less: Written off under scheme of Reconstruction       (1,30,000)
       Net carrying value                                                          NIL
                     Patents                                        37,500
       Less: Written off under scheme of Reconstruction           (37,500)           -
       Net carrying value                                                -         NIL
Illustration 4
Given below is the Balance sheet of Rebuilt Ltd. as at 31.3.20X1:
                               Particulars                 Notes                     `
           Equity and Liabilities
  1        Shareholders’ funds
      A        Share capital                                  1              13,50,000
      B        Reserves and Surplus                           2              (4,51,000)
  2        Non-current liabilities
      A        Long-term borrowings (Loan)                    3               5,73,000
  3        Current liabilities
      A        Trade Payables                                           2,07,000
      B        Other current liabilities                                  35,000
                                                    Total              17,14,000
           Assets
  1        Non-current assets
      A        Property, plant and equipment                4           6,68,000
      B       Intangible assets                             5           3,18,000
  2        Current assets
      A        Inventories                                              4,00,000
      B        Trade receivables                                        3,28,000
                                                    Total              17,14,000
Notes to accounts
                                                                               `
  1    Share Capital
       Equity share capital                                             7,50,000
       15,000 Equity Shares of ` 50 each
       Preference share capital
       12,000, 7% Cumulative Preference Shares of ` 50 each
       (Preference dividend is in arrears for five years)               6,00,000
       Total                                                           13,50,000
  2    Reserves and Surplus
       Debit balance of Profit and loss Account                        (4,51,000)
                                                                       (4,51,000)
  3    Long-term borrowings
       Loan                                                             5,73,000
                                                                        5,73,000
The Company is not earning profits, short of working capital and a scheme of
reconstruction has been approved by both the classes of shareholders. A summary
of the scheme is as follows:
(a)       The equity shareholders have agreed that their ` 50 shares should be reduced
          to ` 2.50 by cancellation of ` 47.50 per share. They have also agreed to
          subscribe for three new equity shares of ` 2.50 each for each equity share held.
(b)       The preference shareholders have agreed to cancel the arrears of dividends and
          to accept for each ` 50 share, 4 new 5% preference shares of ` 10 each, plus 6
          new equity shares of ` 2.50 each, all credited as fully paid.
(c)       Lenders to the company for ` 1,50,000 have agreed to convert their loan into
          share and for this purpose they will be allotted 12,000 new preference shar es
          of ` 10 each and 12,000 new equity shares of ` 2.50 each.
(d)       The directors have agreed to subscribe in cash for 40,000, new equity shares of
          ` 2.50 each in addition to any shares to be subscribed by them under (a) above.
(e)       Of the cash received by the issue of new shares, ` 2,00,000 is to be used to
          reduce the loan due by the company.
(f)       The equity share capital cancelled is to be applied:
          i.    to write off the debit balance in the profit and loss A/c; and
          ii.   to write off ` 35,000 from the value of plant.
Any balance remaining is to be used to write down the value of trademarks and
goodwill.
Show by journal entries how the financial books are affected by the scheme and
prepare the balance sheet of the company after reconstruction. The nominal capital
as reduced is to be increased to ` 6,50,000 for preference share capital and
` 7,50,000 for equity share capital.
Solution
                              In the books of Rebuilt Ltd.
                                      Journal Entries
Notes to accounts
                                                                                      `
   1 Share Capital
       Authorized capital:
       65,000 Preference shares of ` 10 each                 6,50,000
       3,00,000 Equity shares of ` 2.50 each                 7,50,000      14,00,000
       Issued, subscribed and paid up:
       1,80,000 equity shares of ` 2.5 each                  4,60,000
       60,000, 5% Preference shares of ` 10 each             6,00,000      10,60,000
  2    Property plant and equipment
              Building at cost less depreciation             4,00,000
              Plant at cost less depreciation                2,33,000       6,33,000
  3. Intangible assets
            Trademarks and goodwill                                         1,51,500
  4         Cash and cash equivalents
            Bank (1,12,500+1,00,000-2,00,000)                                12,500
Illustration 5
Repair Ltd. is in the hands of a receiver for debenture holders who hold a charge on
all assets except uncalled capital. Repair Ltd. gives the following information as
regards creditors on 31 st March, 20X1:
                                                                                      `
  Property, plant and equipment (Cost` 3,90,000) - estimated at             1,50,000
  Cash in hand of the receiver                                              2,70,000
  Charged under debentures                                                  4,20,000
  Uncalled capital                                                          1,80,000
  Deficiency                                                                7,50,000
Working Notes:
Illustration 6
Vaibhav Ltd. gives the following ledger balances as at 31st March 20X1:
                                                                                        `
      Property, Plant and Equipment                                           2,50,00,000
      Investments (Market-value ` 19,00,000)                                     20,00,000
      Current Assets                                                          2,00,00,000
      P & L A/c (Dr. balance)                                                    12,00,000
      Share Capital: Equity Shares of ` 100 each                              2,00,00,000
      6%, Cumulative Preference Shares of ` 100 each                          1,00,00,000
      5% Debentures of ` 100 each                                                80,00,000
      Creditors                                                               1,00,00,000
      Provision for taxation                                                      2,00,000
Solution
                              Particulars                     Notes                  `
          Equity and Liabilities
  1       Shareholders' funds
      a   Share capital                                         1            164,00,000
      b   Reserves and Surplus                                  2             26,00,000
  2       Non-current liabilities
          Long-term borrowings                                  3             56,00,000
  3       Current liabilities
          Trade Payables (1,00,00,000 less 40,00,000)                         60,00,000
                                                    Total                3,06,00,000
          Assets
  1       Non-current assets
      a   Property, plant and equipment                         4        2,00,00,000
      b   Investments                                               5           19,00,000
  2       Current assets                                            6           87,00,000
                                                      Total                    3,06,00,000
Notes to accounts
                                                                                        `
  1. Share Capital
       Equity share capital
       Issued, subscribed and paid up
       2,60,000 equity shares of ` 40 each
       (of the above 60,000 shares have been issued                            1,04,00,000
       for consideration other than cash)
       Preference share capital
       Issued, subscribed and paid up
       1,00,000 6% Cumulative Preference shares of
                                                                                60,00,000
       ` 60 each
                                                    Total                      1,64,00,000
  2. Reserves and Surplus
       Capital Reserve                                                          26,00,000
  3. Long-term borrowings
     Secured
       6% Debentures                                                            56,00,000
  4. Property, Plant and Equipment
     Carrying value                                            2,50,00,000
       Adjustment under scheme of reconstruction               (50,00,000)     2,00,00,000
  5. Investments
                                                                 20,00,000
     Adjustment under scheme of reconstruction                   (1,00,000)     19,00,000
  6. Current assets
                                                                2,00,00,000
       Adjustment under scheme of reconstruction              (1,10,00,000)
                                                                  90,00,000
       Taxation liability paid                                    (3,00,000)    87,00,000
Working Note:
                                 Capital Reduction Account
Illustration 7
Following is the Balance Sheet of ABC Ltd. as at 31 st March, 20X1:
                                    Particulars                   Notes                  `
             Equity and Liabilities
  1          Shareholders’ funds
       A       Share capital                                          1          26,00,000
       B       Reserves and Surplus                                   2          (4,05,000)
  2          Non-current liabilities
       A       Long-term borrowings                                   3          12,00,000
  3          Current liabilities
       A       Trade Payables                                                     5,92,000
       B       Short term borrowings - Bank overdraft                             1,50,000
                                                         Total                   41,37,000
             Assets
  1          Non-current assets
       A       Property, plant and equipment                          4          11,50,000
       B       Intangible assets                                      5             70,000
       C       Non-current investment                                 6             68,000
  2        Current assets
      A    Inventory                                        14,00,000
      B    Trade receivables                                14,39,000
      C    Cash and cash equivalents                           10,000
                                                    Total   41,37,000
Notes to accounts:
                                                                    `
  1    Share Capital
       Equity share capital:
       2,00,000 Equity Shares of ` 10 each                  20,00,000
       6,000, 8% Preference shares of ` 100 each             6,00,000
                                                            26,00,000
  2    Reserves and Surplus
       Debit balance of Profit and loss A/c                 (4,05,000)
                                                            (4,05,000)
  3    Long-term borrowings
       9% debentures                                        12,00,000
                                                            12,00,000
  4    Property, Plant and Equipment
       Plant and machinery                                   9,00,000
       Furniture and fixtures                                2,50,000
                                                            11,50,000
  5    Intangible assets
       Patents and copyrights                                  70,000
                                                               70,000
  6    Non-current investments
       Investments (market value of ` 55,000)                  68,000
                                                               68,000
 Particulars                                                              `          `
 8% Preference share capital A/c                            Dr.    6,00,000
         To 11% Debentures A/c                                                4,20,000
         To Capital reduction A/c                                             1,80,000
 [Being 30% reduction in liability of preference share
 capital and issue of 11% debentures]
 9% Debentures A/c                                          Dr.   12,00,000
         To Plant & machinery A/c                                             9,00,000
         To Capital reduction A/c                                             3,00,000
 [Settlement of debenture holders by allotment of
 plant & machinery]
 Trade payables A/c                                         Dr.    5,92,000
         To Inventory A/c                                                     5,00,000
         To Capital reduction A/c                                              92,000
 [Being settlement of creditors by giving Inventories]
 Bank A/c                                                   Dr.    3,00,000
  Particulars                                                   Note No              `
  I. Equity and Liabilities
      (1) Shareholder's Funds
         (a) Share Capital                                         1         20,00,000
         (b) Reserves and Surplus                                  2          1,54,000
      (2) Non-Current Liabilities
          (a) Long-term borrowings                                 3          7,20,000
                                                     Total                   28,74,000
  II. Assets
      (1) Non-current assets
         (a) Property, plant and equipment                         4          2,50,000
Notes to Accounts
                                                                                    `
   1. Share Capital
      2,00,000 Equity shares of ` 10 each fully paid-up                      20,00,000
   2. Reserve and Surplus
        Capital Reserve                                                       1,54,000
   3. Long Term Borrowings
         11% Debentures (` 4,20,000 + ` 3,00,000)                             7,20,000
   4. Property, Plant and Equipment
            Plant & machinery                                 9,00,000
            Less: Adjustment on scheme of reconstruction
                                                              9,00,000               -
            Furniture & fixtures                                              2,50,000
  5      Intangible assets
            Patents & copyrights                                               70,000
                                                                              3,20,000
   6. Non-Current Investments
        Investments (` 68,000 – ` 13,000)                                      55,000
Working Note:
Cash at bank = Opening balance + 11% Debentures issued – Bank overdraft paid
                    = ` 10,000 + ` 3,00,000 – ` 1,50,000 = ` 1,60,000
Illustration 8
The Balance Sheet of Revise Limited as at 31st March, 20X1 was as follows :
                               Particulars                  Notes              `
           Equity and Liabilities
  1        Shareholders’ funds
      A      Share capital                                    1        10,00,000
      B      Reserves and surplus                             2       (6,00,000)
  2        Non-current liabilities
      A      Long-term borrowings                             3         2,00,000
  3        Current liabilities
      A      Trade Payables                                               72,000
      B      Other current liabilities                        4           24,000
      C      Short term provisions                            5           24,000
                                                    Total               7,20,000
           Assets
  1        Non-current assets
      A      Property, Plant and Equipment                    6         1,00,000
  2        Current assets
      A    Inventory                                                    3,20,000
      B    Trade receivables                                            2,70,000
      C    Cash and cash equivalents                                      30,000
                                                    Total               7,20,000
Notes to accounts
                                                                               `
  1    Share Capital
       Equity share capital
       10,000 Equity Shares of ` 100 each                              10,00,000
                                                                       10,00,000
  2    Reserves and Surplus
       Debit balance of Profit and loss Account                       (6,00,000)
                                                                      (6,00,000)
      3    Long-term borrowings
           12% debentures                                                       2,00,000
                                                                                2,00,000
      4    Other current liabilities
           Interest payable on debentures                                        24,000
                                                                                 24,000
      5    Short term provisions
           Provision for taxation                                                24,000
                                                                                 24,000
      6    Property, Plant and Equipment
           Machinery                                                            1,00,000
                                                                                1,00,000
It was decided to reconstruct the company for which necessary resolution was passed
and sanctions were obtained from appropriate authorities. Accordingly, it was
decided that:
(a)       Each share is sub-divided into ten fully paid up equity shares of ` 10 each.
(b)       After sub-division, each shareholder shall surrender to the company 50% of his
          holding, for the purpose of re-issue to debenture holders and trade payables as
          necessary.
(c)       Out of shares surrendered, 10,000 shares of ` 10 each shall be converted into
          12% preference shares of ` 10 each, fully paid up.
(d)       The claims of the debenture-holders shall be reduced by 75 per cent. In
          consideration of the reduction, the debenture holders shall receive preference
          shares of ` 1,00,000 which are converted out of shares surrendered.
(e)       Trade payables claim shall be reduced to 50 per cent, it is to be settled by the
          issue of equity shares of ` 10 each out of shares surrendered.
(f)       Balance of profit and loss account to be written off.
(g)       The shares surrendered and not re-issued shall be cancelled.
You are required to show the journal entries giving effect to the above and the
resultant Balance Sheet
Solution
                                                                  Dr.         Cr.
                                                                    `          `
  Equity Share Capital (` 100) A/c                     Dr.   10,00,000
       To Share Surrender A/c                                            5,00,000
       To Equity Share Capital (` 10) A/c                                5,00,000
  (Subdivision of 10,000 equity shares of ` 100 each
  into 1,00,000 equity shares of ` 10 each and
  surrender of 50,000 of such subdivided shares as
  per capital reduction scheme)
  12% Debentures A/c                                   Dr.    1,50,000
  Interest payable A/c                                 Dr.     18,000
       To Reconstruction A/c                                             1,68,000
  (Transferred 75% of the claims of the debenture
  holders to reconstruction account in consideration
  of which 12% preference shares are being issued
  out of share surrender account as per capital
  reduction scheme)
  Trade payables A/c                                   Dr.     72,000
       To Reconstruction A/c                                              72,000
  (Transferred claims of the trade payables to
  reconstruction account, 50% of which is being
  clear reduction and equity shares are being issued
  in consideration of the balance)
  Share Surrender A/c                                  Dr.    5,00,000
       To 12% Preference Share Capital A/c                               1,00,000
       To Equity Share Capital A/c                                        36,000
       To Reconstruction A/c                                             3,64,000
  (Issued preference and equity shares to discharge
  the claims of the debenture holders and the trade
  payables respectively as a per scheme and the
  balance in share surrender account is being
  transferred to reconstruction account)
Notes to Accounts
                                                                               `
  1. Share Capital
       Equity Share Capital
       Issued Capital: 53,600 Equity Shares of ` 10 each                 5,36,000
       Preference Share Capital
       Preference Shares                                                 1,00,000
       (Of the above shares all are allotted as fully paid up pursuant
       to capital reduction scheme by conversion of equity shares
       without payment being received in cash)
                                                                         6,36,000
  2. Reserve and Surplus
       Capital Reserve                                                     4,000
  3. Long-term borrowings
       Unsecured Loans
              12% Debentures                                              50,000
  4. Other current liabilities
       Interest payable on debentures                                      6,000
  5. Short-term provisions
       Provision for Income-tax                                           24,000
  6. Property, plant and Equipment
       Machinery                                                         1,00,000
SUMMARY
1.    Reconstruction is a process by which affairs of a company are reorganized by
      revaluation of assets, reassessment of liabilities and by writing off the losses
      already suffered and by reducing the paid up value of shares and/or varying
      the rights attached to different classes of shares.
2.    Reconstruction account is a new account opened to transfer the sacrifice
      made by the shareholders for that part of capital which is represented by lost
      assets.
3.    Reconstruction account is utilized for writing-off fictitious assets, writing
      down over-valued fixed assets, recording new liability etc.
4.    If some credit balance remains in the reconstruction account, the same should
      be transferred to the capital reserve account.
5.    Methods of Internal reconstruction:
      •      Alteration of share capital:
             ✓     Sub-divide or consolidate shares into smaller or            higher
                   Denomination
             ✓     Conversion of share into stock or vice-versa
      •      Variation of shareholders’ rights:
             ✓     Only the specific rights are changed. There is no change in the
                   amount of capital.
      •      Reduction of share capital
      •      Compromise, arrangements etc.
      •      Surrender of Shares.
6.    Under the Alteration and the variation of the shareholders rights, there is no
      capital reduction account opened, only under the reduction of share capital,
      compromises and surrender of shares- capital reduction account comes in
      the journal entries.
The balance of the reconstruction account to be transferred to the Capital reserve.
Question 2
The following scheme of reconstruction has been approved for Win Limited:
(i)        The shareholders to receive in lieu of their present holding at 1,00,000 shares
           of ` 10 each, the following:
           (a)    New fully paid ` 10 Equity shares equal to 3/5 th of their holding.
           (b)    10% Preference shares fully paid to the extent of 1/5 th of the above new
                  equity shares.
           (c)    ` 40,000, 8% Debentures.
(ii)       An issue of ` 1 lakh 10% first debentures was made and allotted, payment for
           the same being received in cash forthwith.
(iii)      Goodwill which stood at ` 1,40,000 was completely written off.
(iv)       Plant and machinery which stood at ` 2,00,000 was written down to
           ` 1,50,000.
(v)        Freehold property which stood at ` 1,50,000 was written down by ` 50,000.
You are required to draw up the necessary Journal entries in the Books of Win
Limited for the above reconstruction. Suitable narrations to Journal entries should
form part of your answer.
Question 3
Green Limited had decided to reconstruct the Balance Sheet since it has accumulated
huge losses. The following is the Balance Sheet of the Company as at 31.3.20X1 before
reconstruction:
                               Particulars                     Notes                    `
                 Equity and Liabilities
       1         Shareholders’ funds
           A       Share capital                                  1          65,00,000
           B      Reserves and Surplus                            2        (20,00,000)
       2         Non-current liabilities
           A       Long-term borrowings                           3          15,00,000
       3         Current liabilities
           A       Trade Payables                                             5,00,000
                                                     Total                   65,00,000
           Assets
  1        Non-current assets
      A        Property, plant and equipment                4     45,00,000
      B     Intangible assets                               5     20,00,000
  2        Current assets                                                Nil
                                                    Total         65,00,000
Notes to accounts
                                                                          `
  1    Share Capital
       Equity share capital
       Authorized share capital
       1,50,000 Equity shares of ` 50 each                       75,00,000
       Issued, subscribed and paid up capital
       50,000 Equity Shares of ` 50 each                         25,00,000
       1,00,000 Equity shares of ` 50 each, ` 40 paid up         40,00,000
                                                                 65,00,000
  2    Reserves and Surplus
       Debit balance of Profit and loss Account                 (20,00,000)
                                                                (20,00,000)
  3    Long-term borrowings
       Secured: 12% First debentures                               5,00,000
                   12% Second debentures                         10,00,000
                                                                 15,00,000
  4    Property, Plant and Equipment
       Building                                                  10,00,000
       Plant                                                     10,00,000
       Computers                                                 25,00,000
                                                                 45,00,000
  5    Intangible assets
       Goodwill                                                  20,00,000
                                                                 20,00,000
                                                                    Mr. X          Mr. Y
                                                                        `                 `
      12% First Debentures                                       3,00,000       2,00,000
      12% Second Debentures                                      7,00,000       3,00,000
      Trade payables                                             2,00,000       1,00,000
                                                                12,00,000       6,00,000
      Fully paid up ` 50 shares                                  3,00,000       2,00,000
      Partly paid up shares (` 40 paid up)                       5,00,000       5,00,000
The following Scheme of Reconstruction is approved by all parties interested and
also by the Court:
(a)       Uncalled capital is to be called up in full and such shares and the other fully
          paid up shares be converted into equity shares of ` 20 each.
(b)       Mr. X is to cancel ` 7,00,000 of his total debt (other than share amount) and
          to pay ` 2 lakhs to the company and to receive new 14% First Debentures for
          the balance amount.
(c)       Mr. Y is to cancel ` 3,00,000 of his total debt (other than equity shares) and
          to accept new 14% First Debentures for the balance.
(d)       The amount thus rendered available by the scheme shall be utilised in writing
          off of Goodwill, Profit and Loss A/c Loss and the balance to write off the value
          of computers.
You are required to draw the Journal Entries to record the same and also show the
Balance Sheet of the reconstructed company.
Question 4
The following is the Balance Sheet of Weak Ltd. as at 31.3.20X1:
                                Particulars                     Notes                 `
              Equity and Liabilities
      1       Shareholders’ funds
          A     Share capital                                      1        1,50,00,000
          B     Reserves and Surplus                               2         (6,00,000)
  2        Non-current liabilities
      A      Long-term borrowings                           3          40,00,000
  3        Current liabilities
      A      Trade Payables                                            50,00,000
      B      Short term provisions                          4           1,00,000
                                                    Total         2,35,00,000
           Assets
  1        Non-current assets
      A Property, plant and equipment                             1,25,00,000
      B    Non-current investment                           5          10,00,000
                                 Particulars                    Notes                 `
               Equity and Liabilities
       1       Shareholders’ funds
           A     Share capital                                    1         36,00,000
           B     Reserves and Surplus                             2       (14,40,000)
       2       Non-current liabilities
           A     Long-term borrowings                             3          6,00,000
       3       Current liabilities
           A     Trade Payables                                              3,00,000
           B     Short term borrowings - Bank overdraft                      6,00,000
                                                      Total                 36,60,000
               Assets
      1        Non-current assets
           A     Property, plant and equipment                  4        30,00,000
           B     Intangible assets                              5             90,000
      2        Current assets
           a     Inventories                                               2,60,000
           b     Trade receivables                                         2,80,000
           C     Cash and cash equivalents                                    30,000
                                                      Total              36,60,000
Notes to accounts
                                                                                       `
      1    Share capital
           24,000 Equity Shares of ` 100 each                              24,00,000
           12,000, 10% Preference Shares of ` 100 each                     12,00,000
           Total                                                           36,00,000
      2    Reserves and Surplus
           Debit balance of Profit and loss Account                       (14,40,000)
                                                                          (14,40,000)
      3    Long-term borrowings
           10% debentures                                                     6,00,000
                                                                              6,00,000
      4.   Property, plant and Equipment
           Land and Building                                               12,00,000
           Plant and Machinery                                             18,00,000
                                                                           30,00,000
      5    Intangible assets
           Goodwill                                                            90,000
                                                                               90,000
On the above date, the company adopted the following scheme of reconstruction:
(i)        The equity shares are to be reduced to shares of ` 40 each fully paid and the
           preference shares to be reduced to fully paid shares of ` 75 each.
(ii)    The debenture holders took over Inventories and Trade receivables in full
        satisfaction of their claims.
(iii)   The Land and Building to be appreciated by 30% and Plant and machinery to
        be depreciated by 30%.
(iv)    The debit balance of profit and loss account and intangible assets are to be
        eliminated.
(v)     Expenses of reconstruction amounted to ` 5,000.
Give journal entries incorporating the above scheme of reconstruction and prepare
the reconstructed Balance Sheet
ANSWER/HINTS
MCQs
1.        (b),     2.      (a),    3.    (a),       4.   (c),     5.      (a),       6.     (c)
Theoretical Questions
Answer 1
Methods of Internal reconstruction:
•       Sub-division or consolidation of shares into smaller or higher Denomination
        and Conversion of share into stock or vice-versa
•       Variation of shareholders’ rights
•       Reduction of share capital
•       Compromise, arrangements etc.
•       Surrender of Shares.
Practical Questions
Answer 1
                         Journal entries in the books of Parth Ltd.
                                                                           Dr.              Cr.
                                                                                 `                `
Reconstruction A/c                                              Dr.    2,39,000
        To Furniture and Fixtures A/c                                                     55,000
Answer 2
                                      Journal Entries
                                                                      `          `
  Equity Share Capital (old) A/c                        Dr.    10,00,000
       To Equity Share Capital (` 10) A/c                                  6,00,000
       To 10% Preference Share Capital A/c                                 1,20,000
       To 8% Debentures A/c                                                 40,000
       To Capital Reduction A/c                                            2,40,000
Answer 3
                     Journal Entries in books of Green Limited
                                                                    Dr.          Cr.
                                                                      `            `
Bank Account                                        Dr.     10,00,000
     To Equity Share Capital Account                                       10,00,000
(Balance of ` 10 per share on 1,00,000 equity shares
called up as per reconstruction scheme)
Equity Share Capital Account (` 50)                 Dr.     75,00,000
     To Equity Share Capital Account (` 20)                                30,00,000
     To Capital Reduction Account                                          45,00,000
(Reduction of equity shares of ` 50 each to
shares of ` 20 each as per reconstruction scheme)
12% First Debentures Account                        Dr.         3,00,000
12% Second Debentures Account                       Dr.         7,00,000
Trade payables Account                              Dr.         2,00,000
     To X                                                                  12,00,000
                            Particulars                   Notes                 `
          Equity and Liabilities
  1       Shareholders' funds
      a     Share capital                                   1           30,00,000
  2       Non-current liabilities
      a     Long-term borrowings                            2           10,00,000
  3         Current liabilities
      a     Trade Payables                                               2,00,000
            Total                                                       42,00,000
          Assets
  1         Non-current assets
      a     Property, plant and equipment                   3           30,00,000
  2       Current assets
            Cash and cash equivalents                                   12,00,000
            Total                                                       42,00,000
Notes to accounts
                                                                               `
  1. Share Capital
       Equity share capital
          Issued, subscribed and paid up
            1,50,000 equity shares of ` 20 each                         30,00,000
                                                                Total   30,00,000
  2. Long-term borrowings
       Secured
            14% First Debentures                                        10,00,000
                                                                Total   10,00,000
Working Note:
                              Capital Reduction Account
                                           `                                            `
  To Goodwill A/c                20,00,000     By Equity Share Capital A/c      45,00,000
  To P & L A/c                   20,00,000     By X                              7,00,000
  To Computers (Bal. Fig.)       15,00,000     By Y                              3,00,000
                                 55,00,000                                      55,00,000
Answer 4
                       Journal Entries in the books of Weak Ltd.
                                                                            `           `
  (i)    Equity share capital (` 100) A/c                Dr.     1,00,00,000
              To Equity Share Capital (` 40) A/c                                40,00,000
              To Capital Reduction A/c                                          60,00,000
         (Being conversion of equity share capital of
         ` 100 each into ` 40 each as per reconstruction
         scheme)
  (ii)   12% Cumulative         Preference     Share   capital    50,00,000
         (` 100) A/c                                      Dr.
            To 12% Cumulative             Preference    Share                   30,00,000
            Capital (` 60) A/c
            To Capital Reduction A/c                                            20,00,000
         (Being conversion of 12% cumulative preference
         share capital of ` 100 each into ` 60 each as per
         reconstruction scheme)
                               Particulars                        Notes                   `
             Equity and Liabilities
  1          Shareholders' funds
       a       Share capital                                        1              82,00,000
       b       Reserves and Surplus                                 2                50,000
  2          Non-current liabilities
       a       Long-term borrowings                                 3              28,00,000
  3          Current liabilities
       a       Trade Payables                                                      30,00,000
                                                      Total                    1,40,50,000
             Assets
  1          Non-current assets
       a       Property, plant and equipment                        4              87,50,000
       b       Investments                                          5               9,50,000
  2          Current assets                                         6              43,50,000
                                                      Total                    1,40,50,000
Notes to accounts
                                                                        `                  `
 1. Share Capital
      Equity share capital
        Issued, subscribed and paid up
            1,30,000 equity shares of ` 40 each                                    52,00,000
      Preference share capital
        Issued, subscribed and paid up
           50,000 12% Cumulative Preference shares of ` 60 each                    30,00,000
                                                          Total                    82,00,000
 2. Reserves and Surplus
      Capital Reserve                                                                 50,000
 3. Long-term borrowings
      Secured
          12% Debentures                                                       28,00,000
 4. Property, plant and Equipment
      Total PPE                                                  1,25,00,000
      Adjustment under scheme of reconstruction                  (37,50,000) 87,50,000
 5. Investments                                                   10,00,000
      Adjustment under scheme of reconstruction                     (50,000)    9,50,000
 6. Current assets                                                45,00,000
      Adjustment under scheme of reconstruction                   (1,50,000) 43,50,000
Working Note:
                              Capital Reduction Account
                                         `                                            `
  To Current Asset                 50,000 By Equity share capital              60,00,000
  To P & L A/c                   6,00,000 By 12% Cumulative                    20,00,000
                                             preference share capital
  To Property, plant and        37,50,000 By 10% Debentures                    12,00,000
       equipment
  To Current assets             55,00,000 By Trade payables                     8,00,000
  To Investment                    50,000
  To Capital Reserve
        (bal. fig.)                50,000
                              1,00,00,000                                  1,00,00,000
Answer 5
                                  In the books of X Ltd.
                                      Journal Entries
Notes to accounts
  1.       Share Capital                                                             `
           Equity share capital
               24,000 equity shares of ` 40 each fully paid up                9,60,000
           Preference share capital
               12,000, 10% Preference shares of ` 75 each
                                                                              9,00,000
                 fully paid up
                                                           Total             18,60,000
  2.       Reserves and Surplus
           Capital Reserve                                                      85,000
  3.       Property, plant and Equipment
           Land and Building                                     15,60,000
           Plant and Machinery                                   12,60,000
                                                           Total             28,20,000