Chapter 2. Underwriting of Shares and Debentures – Corporate Accounting

2

Underwriting of Shares and Debentures

LEARNING OBJECTIVES

After studying this chapter you should be able to:

  1. Define “underwriting”.

  2. Explain “underwriting commission”.

  3. Know the provisions of Section 76 of the Companies Act, with respect to payment of underwriting commission.

  4. Understand the terms: Underwriters, Sub-underwriters, Brokers and Managers to issues.

  5. Know the different types of underwriting.

  6. Explain Abatement Clause.

  7. Understand marked, unmarked and firm-underwriting applications.

  8. Determine the liability of the underwriters in respect of an underwriting contract.

  9. Solve problems based on different types of underwriting

  10. Explain the key terms in this chapter.

When a company issues shares, it should receive the amount of minimum subscription as mentioned in the prospectus. According to the provisions of Section 69 (1) of the Companies Act, the minimum subscription should not be less than 90% of the issue value. It should be received within 120 days from the date of opening of the issue. Otherwise, all the amounts received by the Company should be refunded to the respective applicants. The said issue will have to be abandoned. In order to avoid such an awkward position, companies seek the help of Underwriters. In this chapter, all the factors relating to underwriting of shares and debentures are discussed in detail.

2.1 UNDERWRITING—DEFINITION

Underwriting is an act of extending guarantee to a company to ensure that the shares or debentures offered to the public are subscribed for within the stipulated period.

Underwriting may be defined as, “a contract entered into by the Company with persons or institutions, called underwriters, who undertake to take up the whole or a portion of such of the offered shares or debentures as may not be subscribed for by the public, in consideration of remuneration called underwriting commission”.

Salient features of underwriting are as follows:

  • Underwriting is undertaking a responsibility (or) extending a guarantee.
  • It is a contract between a company and persons or institutions, called underwriters.
  • In case, if the shares or debentures are not subscribed for by the public, the underwriters should take up the shares and pay for them.
  • For such services, they are eligible to charge commission called “underwriting commission”, as per the provisions of the Act.
  • The contract is enforceable by law.
  • In case, if the shares are subscribed for fully by the public, underwriters need not take any share but are entitled to the commission on the whole of shares underwritten.
  • The Articles of the Company should permit for such payment on commission.
2.2 UNDERWRITING COMMISSION AND PAYMENT

As already stated, underwriting commission is to be paid for the services (i.e., facilitating the task of achieving the minimum subscription quantum from the public when a company launches new issue of shares or debentures) rendered by the underwriters (persons or institutions). The commission is paid to the underwriters for the risks they undertake. Nowadays, the importance of underwriters has attained a level of vital importance. Because of this, some of the financial institutions of the central government take the role of underwriters, e.g., LIC, UTI, IDBI, SBI and commercial banks. Underwriting commission has to be paid to the underwriters as per the terms of the contract subject to the provisions envisaged in the Companies Act.

According to Section 76 of the Companies Act, payment of commission to underwriters will be subject to the following:

  • The Articles of Association of the Company should authorize any commission on issue of shares. In other words, a company cannot pay any underwriting commissions unless it is permitted by its Articles.
  • Commission should not be paid to any person on shares or debentures that are not offered to the public for subscription as per Section 76 (4A).
  • The amount or rate of percent of the commission should be disclosed in the prospectus or the statement in lieu of Prospectus.
  • The provisions of the Companies Act limit the commission in case of issue of shares to 5% of the issue price of shares or the rate authorized by the Articles, whichever is less.
  • In case of issue of debentures, the commission should not exceed 2.5% or the rate authorized by its Articles, whichever is less.
  • The following table shows the payment of underwriting commission which is in accordance with the Guidelines issued by the Stock Exchange Division of the Department of Economic Affairs, Ministry of Finance—Ref. No. F14/1/SE/85:
Particulars On Amount Devolving on the Underwriters (Percent) On Amounts by the Public (Percent)

(A) Equity Shares

2.5
2.5

(B) Preference Shares/convertible and Non-convertible Debentures

   

    (a) For Amounts up to 5 lakh

2.5
1.5

    (b) For Amounts in Excess of 5 lakh

2
1
  • The rates specified in the above table is the maximum limit. But, companies are at their liberty to negotiate with the underwriters, subject to the limit.
  • Underwriting commission should not be payable on shares subscribed for by the promoters group, employees, directors, their friends and business associates.
2.3 SUB-UNDERWRITERS

An underwriter may seek the help of several underwriters to facilitate his task. But all such have to work under the principal underwriter—who had actually entered into contract with the company. These underwriters are called “sub-underwriters.” Sub-underwriters have to work under an underwriter. Sub- underwriters are generally appointed by an underwriter. They are responsible only to the underwriter. In any case, sub-underwriters have no priority of contract with the company. Their remuneration is in accordance with the terms of their contract with the underwriter. Sub-underwriters are entitled to receive remuneration from the underwriters, which, is called “overall commission”. The limit shown in the table includes the overall commission. Hence, the underwriters are not entitled for any extra claim for this purpose.

2.4 BROKERS

Brokers role differ from those of underwriters. A broker’s job is to procure subscription for shares or debentures. A broker will not make any commitment, or take responsibility or even any risk. However, a broker is entitled to receive remuneration called “brokerage” to procure subscription by him. Brokerage may be paid in addition to underwriting commission, if any.

Section 76 (3) of the Companies Act provides for payment of brokerage. The Stock Exchange Division of the Department of Economic Affairs, Ministry of Finance vide their reference No. F14/1/SE/85 dated 7 May 1985, has laid down the following provisions with respect to brokerage:

  • Brokerage applicable to all types of public issues of Corporate securities is fixed at 1.5% whether the issue is underwritten or not.
  • The listed companies are allowed to pay brokerage on private placement of capital at the maximum rate of 0.5%.
  • Brokerage should not be allowed in respect of promoters quota, including the amounts taken up by the directors, their friends and employees; and in respect of the rights issues taken up or renounced by the existing shareholders.
  • Brokerage will not be paid when the applications are made by the institutions/banks against their underwriting commitments or on the amounts devolving on them as underwriters consequent to under- subscription of the issues.
2.5 MANAGERS TO THE ISSUE

Companies are at their liberty to appoint one or more agencies as their managers to the issue. They are entrusted with the entire matter relating to an issue of share or debenture from the planning stage till the completion of all required formalities with respect to the issue. They are paid for the services rendered. The aggregate amount payable as fees to the managers to the issue will be as follows:

  1. For issues up to 5 crore: 0.5%
  2. For issues above 5 crore: 0.2%.
2.6 APPLICATIONS—MARKED, UNMARKED AND FIRM-UNDERWRITING APPLICATIONS

A company has to issue to the public applications in the prescribed format to subscribe for shares/debentures. Such application forms may be issued by the company or by the underwriters or by both.

2.6.1 Marked Applications

Application forms issued by an underwriter or a broker are stamped with their name and address. Such applications are called “marked applications”.

These marked applications facilitate the task of the company to identify and quantify the quantum of shares that have been applied through a particular underwriter or broker. The marked applications are deemed to be received through the underwriter or broker, even if they are sent to the company by the applicants. In case, if the whole of issue has been underwritten by a sole underwriter, the applications need not get marked. All applications, whether submitted directly to the company or sent through underwriters, will be entitled to commission on the whole issue.

2.6.2 Unmarked Applications

Applications that do not bear the stamp of underwriter or broker are called “unmarked applications”. It means that these applications were issued to the public directly by the company. They are otherwise called “direct applications”.

2.6.3 Firm-underwriting Applications

At times, the underwriters of an issue may agree to take up a specified number of shares in addition to the shares underwritten. Under such circumstances, the underwriters should fill up and submit the applications to the company, just like any other applicant, paying the needed application money. These applications which are filled and sent to the company by the underwriters are known as “firm-underwriting applications”.

2.7 TYPES OF UNDERWRITING

Underwriting contracts may be divided into two categories:

  1. Pure underwriting
  2. Firm underwriting

2.7.1 Pure Underwriting

Under this type of agreement, the underwriter’s liability is wholly contingent, whereby he agrees to subscribe for shares or debentures that are not subscribed for by the public.

This may be divided into two types as follows:

  1. Complete underwriting
  2. Partial underwriting

2.7.1.1 Complete Underwriting

In case the whole of the issue of shares or debentures is underwritten (without imposing “firm” underwriting), it is called “complete underwriting”.

The issue may be wholly underwritten by a single underwriter. In such a case, the underwriter agrees to take the entire risk.

The issue may be underwritten by more than one underwriter. In that case, each underwriter agrees to take risk only to a certain extent, and not the entire risk.

2.7.1.2 Partial Underwriting

In case only a part of the issue of shares or debentures of a company is underwritten, it is called “partial underwriting”.

In partial underwriting, the issue may be underwritten by a single underwriter or more than one underwriter. In both the situations, the underwriter agrees to take risk only to a certain limited extent.

2.7.2 Firm Underwriting

Under this type of agreement, the underwriter’s liability is partly contingent and partly definite. The agreement specifies a definite commitment to take up a specified number of shares, irrespective of the number of shares subscribed for by the public. In this case, the underwriter’s liability is determined in addition to the shares “firmly” underwritten. In other words, the underwriter has to take:

  1. The number of shares he has agreed for “firm”;
  2. The number of shares he is obliged to take up on the basis of agreement.

In case, if the agreement includes “Abatement Clause”, then that “firm” liability is to be adjusted against normal underlying liability.

To illustrate, Mr. A. underwrites 60% of an issue of 1,00,000 shares. Besides, he applies for 10,000 shares “firm”. His marked applications are for 45,000 shares. Determine his liability.

Explanation:

 

Step 1:

No. of Shares of the Issue

= 1,00,000


Step 2:


Mr. A Underwrites

Step 3:

No. of Marked Applications

= 45,000

 

(Applications sent through him)

 

Step 4:

Mr. A’s Liability

= 60,000 − 45,000

 

(in case of Normal Underwriting)

= 15,000

 

(Step 2 – Step 3)

 

Step 5:

Total No. of Shares to be Taken by A

= 15,000 + 10,000

 

(Including Shares “Firm”)

= 25,000 shares

Step 6:

If underwriting agreement includes “Abatement clause”, Mr. A has to take up only 15,000 shares since “abatement” is given for “firm” underwriting applications from his total liability (i.e., 25,000 shares)

2.8 ACCOUNTING TREATMENT

2.8.1 Journal Entries

2.8.1.1 In the Books of the Company

Step 1: For Shares Subscribed for (by the public):

 

   Bank A/c

Dr. …

 

      To Share Capital A/c

 

….

   (Shares Allotted to the Public)

 

 

Step 2: For Underwriters Liability:

 

   Underwriter’s A/c

Dr. …

 

      To Share Capital A/c

 

….

   (Shares to be Taken by the Underwriters)

 

 

Step 3: For Underwriting Commission:

 

   Underwriting Commission A/c

Dr. …

 

      To Underwriter’s A/c

 

….

   (Underwriting Commissions Payable)

 

 

Step 4: For Net Amount Receivable from Underwriters:

 

   Bank A/c

Dr. …

 

      To Underwriter’s A/c

 

….

   (Amount Received in Settlement from the Underwriters)

2.8.1.2 In the Books of the Underwriter

Step 1: For Shares to be Taken by Underwriter:

 

   Share in Company A/c

Dr. …

 

      To Company A/c

 

….

   (Shares Received from Company as per the Terms of Agreement)

Step 2: For Commission Receivable:

 

   Company A/c

Dr. …

 

      To Underwriting Commission A/c

 

….

   (Commission Receivable)

 

 

Step 3: For Payment of Cash:

 

   Company A/c

Dr. …

 

      To Bank A/c

 

….

   (Payments Made to the Company)

 

 

Step 4: For Decline in the Market Value of Securities Acquired from the Company:

 

   Profit and Loss Account

Dr. …

 

      To Share in Company A/c

 

….

   (Decline in Market Value Recorded)

 

 

Illustration 2.1

Model: Journalizing transactions entire issue underwritten by one underwriter

ABC Ltd. issued 1,00,000 equity shares of 10 each at par. The issue was undertaken by Sure Shares & Co. for maximum commission permitted by law. The public applied for and received 70,000 shares.

Pass journal entries in the books of ABC Ltd. and also show how these items will appear in the balance sheet of ABC Ltd.

Solution

BASIC CALCULATIONS:

 

*1. Underwriting commission:
According to the Companies Act (Section 76), the maximum commission allowed is 5% on the issue value.
However, according to SEBI Guidelines, the maximum commission permitted is 2.5%. The latest guidelines are to be taken into account.
Hence, underwriting commission will be:
Issue
(Value) = 1,00,000 × 10 = 10,00,000
2.5% on 10,00,000 = 25,000.

*2. No. of shares to be undertaken by Sure Shares & Co.:
No. of shares issued by the company: 1,00,000
No. of shares subscribed by the public: 70,000
Balance left out to be
undertaken by Sure Shares & Co.     = 30,000 Shares
Value: 30,000 × 10     = 3,00,000

*3. Net commission payable to underwriter: (or)
Receipt of balance from underwriters after adjusting commission (As the case may be):
In this case, commission is less whereas his obligation to the company is more, that is, commission: only 25,000 whereas his liability to the company is: obligation – commission, i.e., 3,00,000 – 25,000 = 2,75,000

 

Books of ABC Ltd.
Journal Entries
Balance Sheet of ABC Ltd.

Illustration 2.2

Model: Issue of both shares and debentures underwritten by one underwriter

Veer Ltd. issued 5,000 equity shares of 100 each and 5,000 10% debentures of 100 each. The debentures were issued at a discount of 8%. The whole of the issue was underwritten by M/s Durai & Co. for a commission of 2.5% on the issue price of shares and 2.5% on the issue price of debentures. The public applied for 4,500 equity shares and 4,200 debentures. These were immediately paid for. The underwriters fulfilled their obligations.

You are required to prepare journal ledger accounts and show the balance sheet of Veer Ltd.

Solution

Note: Issue of debentures has been discussed in detail in the chapter “Issue and Redemption of Debentures” Students may refer it for clear understanding.

  1. For debentures subscribed by the public:

     

    Number of debentures subscribed

    =

    4,200

    Value

    =

    4,200 × 100 = 4,20,000

    Discount @ 8%

    =

    8% on 4,20,000

     

    =

    33,600

    ∴ Payment received

    =

    4,20,000 − 33,600

     

    =

    3,86,400

     

  2. Number of debentures not applied for by public:

     

    (5,000 − 4,200)

    =

    800 debentures

    Value = 800 × 100

    =

    80,000

    Discount @8%

    =

    6,400

    ∴ Underwriter’s A/c

    =

    (80,000 − 6,400) = 73,600

     

  3. Commission on debentures:

     

    Issue value of debentures

    =

    (Face value – Discount)

     

    =

    ( 5,00,000 – 8% on 5,00,000)

     

    =

    5,00,000 – 40,000

     

    =

    4,60,000

  4. For shares, calculation is similar to that of Illustration 2.1.
Veer Ltd.
Journal Entries

 

Ledger Accounts
Equity Share Capital A/c
10% Debentures A/c
M/s Durai & Co. A/c
Bank A/c
Underwriting Commission on Shares A/c
Underwriting Commission on Debentures A/c
Discount on Issue of Debentures A/c
Balance Sheet of Veer Ltd.
as on…

2.8.1.2.1 Complete Underwriting

  1. When an entire issue is fully underwritten by a single underwriter:

    In case, if an issue is subscribed fully by the public, the underwriter is relieved from the clutches of any liability.

    Otherwise, if an issue is not subscribed entirely, the underwriter has to shoulder the liability for the members of shares or debentures which are not applied for by the public. That means, the underwriter has to pay for such shares or debentures which are not subscribed by public. Under this type of underwriting, computation of underwriting commission is very simple and easy.

  2. When an entire issue is fully underwritten by more than one underwriter:

    In case, if an issue is fully subscribed by the public, the underwriters are free from any liability. They are entitled to receive commission on their agreed ratio.

    Otherwise, if the issue is not subscribed fully, then liability of each of the underwriter is determined by using the following format (specimen):

    Statement showing the liability of the underwriters:

Illustration 2.3

Model: Whole issue underwritten by two or more partners

Jaya Ltd. issued 1,00,000 equity shares. The whole of issue was underwritten as:

A: 50%; B: 25%; C: 25%

Applications for 80,000 shares were received in all, out of which applications for 20,000 shares had the stamp of A, those for 10,000 shares that of B and those of 20,000 shares that of C. The remaining applications for 30,000 shares did not bear any stamp.

You are required to determine the liability of the underwriters.

Solution

  1. Basic calculation:

    Total number of shares issued: 1,00,000

     

    Gross liability ratio

    =

    A:B:C = 50%:25%:25%

     

    =

    50:25:25

     

    =

    2:1:1.

    On this ratio, the number of shares has to be apportioned:

  2.  
Statement Showing Liability of Underwriters

Illustration 2.4

Model: Whole issue is underwritten by two or more underwriters in an agreed ratio.

VRV Ltd. made a public issue of 1,00,000 equity shares of 10 each. The entire issue was underwritten by five underwriters as follows:

P: 20%; Q: 25%; R: 30%; S: 15%; T: 10%

Applications bearing the rubber stamp of an underwriter are to be applied in relief of his liability.

As a result of the issue, the following applications were received:

You are required to find the liability of each underwriter individually.

Solution

 

Statement Showing Underwriters’ Liability

At times, while apportioning the surplus among others, the result may show that the underwriters who have attired their agreed ratio will have to again shoulder additional liability. In such cases, the surplus has to be again reapportioned to avoid excess liability. This concept can best be explained through the following illustration:

Illustration 2.5

Devi Ltd. was formed with a capital of 20,00,000 in 10 shares, the whole amount being issued to the public. The underwriting of these shares was as follows:

L: 70,000; M: 60,000; N: 40,000; O: 20,000; P: 6,000; Q: 4,000

All the marked application forms were to go in relief of the underwriters whose stamp they bear. The application forms marked by the underwriters were:

L: 20,000; M: 45,000; N: 40,000; O: 15,000; P: 10,000; Q: NIL

Applications for 40,000 shares were received on forms not marked. Draw up a statement showing the number of shares each underwriter had to take up.

 

[Madras University Modified]

Solution

 

Statement Showing Underwriters’ Liability

2.8.1.2.2 Partial Underwriting

(a) When a part of an issue is underwritten by one underwriter:

Under this type, a single underwriter will underwrite a part of the issue—say 65%. The underwriter’s liability is confirmed to 65% of the issue. For the remaining part (100 – 65) 35%, the company itself has to shoulder the responsibility.

In such cases, the underwriter is given credit for all the marked applications whereas the unmarked forms are to be credited to the company.

The liability of the underwriter is determined by using the following form: Statement showing the liability of the underwriter:

Particulars No. of Shares

Step 1: Total Issue of Shares or Debentures

x

Step 2: Less: The Portion Left out by Underwriter

x

Step 3: Gross Liability of the Underwriter

xx

Step 4: Less: Marked Applications

x

Step 5: Balance

xx

Step 6: Less: (Surplus) Excess Unmarked Application

x

Step 7: Net Liability of the Underwriter

xx

Important note

In case the marked applications exceed the gross liability of the underwriter, he cannot be insisted upon to take shares or debentures. The same will hold good even if there is a shortage of applications towards their part of the issue for which the company is responsible. In other words, the underwriter’s liability is NIL in such a situation.

Illustration 2.6

‘X’ Ltd. issued 50,000 equity shares of 50 each and 75% of the issue was underwritten by Mr. ‘A’. Applications for 40,000 were received in all, out of which applications for 25,000 were marked. Determine the liability of Mr. ‘A’.

Solution

 

Statement Showing Liability of ‘A’
Particulars No. of Shares
  Mr. A Company

Step 1: Gross Liability (75% of 50,000 Shares to Mr. A)

37,500

12,500

Step 2: Less: Unmarked Applications Credited to the Company (Received – Marked)(40,000 shares – 25,000 shares)

15,000

Step 3: Number of Surplus Applications Accruing to the Company – 2,500 Shares—to be Credited to the Underwriter Mr. A.

37,500

(–2,500)

Step 4: Less: Marked Applications (Given)

–2,500

+2,500

 

35,000

Nil

 

25,000

Step 5: Net Liability of the Underwriter Mr. A (Step 3 – Step 4)

10,000

Note: The column for “Company” is shown to assess surplus applications accruing to the Company.

II (b) When a part of the issue is underwritten by two or more underwriters:

If two or more underwriters underwrite a part of issue of shares/debentures, then the liability of each of the underwriter is to be determined by using the following form:

 

Statement Showing Liability of Each Underwriter

Illustration 2.7

Model: When a part of issue is underwritten by more than one underwriter.

ABC Ltd. issued 1,00,000 shares of 50 each. These shares were underwritten as under:

M: 50,000 shares; N: 30,000 shares

The public applied for 80,000 shares which included marked applications as follows:

M: 12,000 shares; N: 3,000 shares

You are required to determine the liability of the underwriters

 

[Bharathidasan University Modified]

Solution

  1. This is a case of partial underwriting by two underwriters.

     

    Total shares

    : 1,00,000

    Less: Underwritten by M and N

     

    50,000 + 30,000

    : 80,000

    ∴ Company’s liability = 20,000 shares

     

     

  2. The surplus applications accruing to the company has to be determined by opening additional column “Company”. This has to be apportioned to M and N in 5:3 ratio.
Statement Showing Liability of the Underwriters

Illustration 2.8

Poornima Ltd. issued 6,000 debentures of 100 each. The issue was underwritten as follows:

Praveen: 30%; Diraj: 30%; Ansul: 20%

The Company received applications only for 5,000 debentures.

You are required to determine the liability of the underwriters.

Solution

  1. This is partial underwriting.
  2. The Company has to be considered as an underwriter.

     

    Its liability

    =

    100% − Total of underwriters’ share

     

    =

    100% − (30% + 30% + 20%)

     

    =

    100% − 80% = 20%

    ∴ Number of debentures = 20% of 6,000 debentures

    = 1,200 debentures
Statement Showing Liability of the Underwriters

2.8.1.2.3 Firm Underwriting

The underwriter has to subscribe for the shares or debentures underwritten “firm”. In case of over subscription, underwriter will get priority over the general public for the shares or debentures underwritten “firm”.

When the underwriting agreement is silent on this, i.e, if nothing is mentioned specific, then “firm underwriting” applications are to be dealt with as follows:

Approach I: All applications are to be treated as “marked applications”. The respective underwriters will be given the entire advantage for shares or debentures “underwritten firm”.

Approach II: The advantage (benefit) of applications for shares or debentures “underwritten firm” is to be apportioned to all underwriters in their gross liability ratio. That is, they will be treated as “unmarked applications”.

Illustration 2.9

Model: Firm underwritings

One underwriter Poonam Ltd. issued 60,000 shares of 100 each. The whole issue was underwritten by Khan. In addition, there is a firm underwriting of 5,000 shares by Khan Applications for 48,000 shares received by the company in all. Determine the liability of Khan.

Approach I: When the entire benefits of applications for shares “underwritten firm” is given to the respective underwriters (Treated as “marked applications”), their liability is to be determined by using the following form.

 

Statement Showing Liability of the Underwriters

Solution

 

Statement Showing Liability of Khan
Particulars No. of Shares

Step 1: Gross Liability

60,000

Step 2: Less: (Marked Applications + Unmarked Applications + Firm Applications) Total Applications Received (Given)

48,000

Step 3: Net Liability (Normal Underwriting Agreement)

12,000

Step 4: Add: “Firm” Underwriting (Given)

5,000

Step 5: Liability of the Underwriter (Khan) (Total)

17,000

Firm underwriting—Two or more underwriters—Full issue

Approach II: When the entire benefit of applications for shares “underwritten firm” are not given to respective underwriters (treated as “unmarked applications”), their liability is to be determined by using the following form:

 

Statement Showing the Liability of the Underwriters

Illustration 2.10

Model: Firm underwriting—Benefit given to underwriter treated as marked applications

M/S Varma Ltd. issued 1,00,000 equity shares of 10 each at par. The entire issue was underwritten as follows:

X: 50,000 shares (Firm underwriting 6,000 shares); Y; 30,000 shares (Firm underwriting 10,000 shares); Z: 20,000 shares (Firm underwriting 4,000 shares)

The total applications including firm underwriting were 80,000 shares. The marked applications were as follows:

X: 25,000 shares; Y: 10,000 shares; Z: 5,000 shares

Determine the liability of each underwriter and the amount of commission payable to them assuming the rate of commission to be 4% on issue price.

Solution

(a) Calculation of commission payable to underwriters:

Note: Maximum rate allowed by law is 5%.

(i) Underwriter X:

Statement Showing Liability of Underwriters

Illustration 2.11

Model: Firm underwriting

Approach I: Market applications (Benefit given to underwriters)

Excellent Ltd. made an issue of 1,20,000 equity shares of 10 each which were underwritten as follows:

Ram: 60,000 shares; Rahim: 36,000 shares; Robert: 24,000 shares

In addition, there was “firm” underwriting as follows: Ram: 5,000 shares; Rahim: 2,500 shares; Robert: 6,000 shares.

The total subscriptions including “firm” underwriting were for 90,500 shares.

The following marked applications were included in the subscriptions:

Ram: 15,000 shares; Rahim: 20,000 shares; Robert: 12,000 shares.

Show the liabilities of each underwriter by treating “firm” underwriting applications as ‘marked applications’.

Solution

Note:

  • This is “firm” underwriting by two or more partners.
  • As there is specific direction, treat like “marked applications”, the first approach, i.e., the advantage (benefit) of firm underwriting, has to be given to individual underwriters.
  • First, number of “unmarked applications” will be determined as follows:
Particulars No. of Shares

Step 1: Total Applications Including “Firm”:

90,500

Step 2: Less: Firm Underwriting Applications:
        (Ram—5,000 + Rahim—2,500 + Robert—6,000)

13,500

Step 3: Less: Marked Applications
        (Ram—15,000 + Rahim—20,000 + Robert—12,000)

77,000
47,000

Step 4: Unmarked Applications from the Public =

30,000
  • In determining the net liability of individual underwrites, “firm underwriting” has to be deducted and in determining the total liability of underwriters, the same “firm underwriting” shares have to be added to net liability to the shareholders.
  • Approach I is adopted to determine the liability of underwriters as follows:
Statement Showing Liability of Underwriters

Illustration 2.12

Model: Determination of net amount due from underwriters—when the benefit of firm underwriting is given to the individual underwriters.

Kavya Ltd. issued 3,00,000 equity shares of 10 each as 7 per share was payable along with application and balance an allotment. The issue was underwritten equally by P, Q and R for a commission of 3%. Applications for 2,80,000 shares were received as per details below:

It was agreed to credit the unmarked applications equally to P and R. Kavya Ltd. accordingly made the allotment and received the amounts due from the public. The underwriters settled their accounts.

You are required to

  1. Prepare a statement showing the liability of the underwriters
  2. Determine the net amount due from the underwriter.

(Direction-Adopt Approach I, i.e, the benefit of firm underwriting is given to individual underwriters.)

Solution

(i)

 

Kavya Ltd.
Statement Showing Liability of Underwriters

Allotment of shares will be as follows:

(ii) Determination of net amount due from underwriters:

Illustration 2.13

Model: Determination of net amount due from underwriters, when the benefit of firm underwriting is not given to individual underwriters.

Figures—Same as in Illustration 2.14

Solution

(i)

 

Statement Showing Liability of Underwriters

Allotment of shares:

 

To the public (3,00,000 − 46,000)

=

2,54,000 shares

To P—(Normal liability + Firm)

=

10,000 shares

    (Ref: Step 4 + Step 5: 0 + 10,000)

 

 

To Q—(8,000 + 10,000)

=

18,000 shares

    (Step 4 + Step 5)

 

 

To R—(12,000 + 6,000)

=

18,000 shares

    (Step 4 + Step 5)

 

 

Total

=

(ii) Determination of amount due from underwriters

Illustration 2.14

Model: Firm and partial underwriting one underwriter

Sardar Parel Co. Ltd. issued 50,000 12% preference shares of 100 each. 70% of the issue was underwritten by Yoga. In addition, there is a firm underwriting of 7,500 shares by Yoga. Applications for 45,000 shares were received by the company in all. The marked applications totalled 20,000 shares. Determine the liability of Yoga.

Solution

Calculation of unmarked applications:

 

Total applications received (Subscribed)

=

45,000 shares

Less: Marked applications (Given)

=

20,000 shares

 

=

25,000 shares

Less: “Firm” underwriting

=

7,500 shares

Total unmarked applications

=

17,500 shares

 

Statement Showing Liability of Yoga
Particulars Shares Underwritten by Yoga Remaining to Company

Step 1: Gross Liability 70% of 50,000 Shares

35,000

15,000

Step 2: Less: Unmarked Applications (Credit Given to Company – Ref: Note)

17,500

 

35,000

-2,500

Step 3: Less: [Credit Given to Underwriter as it is Treated Like Marked Form] Surplus 2,500 Shares Accruing to the Company.

-2,500

+2,500

 

32,500

Step 4: Less: Firm Underwriting (Given)

7,500

 

25,000

Step 5: Less: Marked Applications (Given)

20,000

Step 6: Net Liability of Yoga

5,000

Step 7: Add: Firm Underwriting (Given)

7,500

Step 8: Total Liability of Yoga—the Underwriter

12,500

Illustration 2.15

Model: Partial and firm underwriting

More than one or two underwriters B, C and D underwrote 75% of an issue of 40,000 6% preference shares of 100 each in the ratio of 5:3:2. The “firm” and “marked” applications of the underwriters are as follows:

 

 

Firm

Marked

B

5,000

7,000

C

4,000

6,000

D

1,000

2,000

Applications for 30,000 shares were received in all. You are required to prepare a statement of liability of each underwriter treating firm underwriting applications like unmarked forms.

Solution

Basic calculations:

  1. Ascertainment of gross liability of underwriters:

     

    Total number of shares issued

    = 40,000

    Number of shares underwritten

    = 75% of 40,000 shares

     

    = 30,000 shares

    Ratio of underwriting

    = 5:3:2


    Hence, gross liability of B


    Gross liability of C


    Gross liability of D

  2. Calculation of unmarked applications:

     

    Total applications received

    = 30,000

    Less: Marked applications

     

    (B—7,000 + C—6,000 + D—2,000)

    = 15,000

    ∴ Unmarked applications

    = 15,000

Statement Showing Liability of Underwriters

[Advanced Level for Professional Course Students]

Illustration 2.16

Model: Comprehensive

The following underwriting takes place:

X: 18,000 shares; Y: 7,500 shares; Z: 4,500 shares.

In addition, there is firm underwriting:

X; 2,400 shares; Y: 900 shares; Z: 3,000 shares

The share issue is 30,000—Total subscription including firm underwriting was 21,300 shares and the forms included the following marked forms:

X: 3,000 shares; Y: 6,000 shares; Z: 1,500 shares

You are required to show the allocation of liability of the underwriters.

 

[C.A. (Final). Modified]

Solution

Approach I: When shares underwritten “firm” are treated as marked applications, i.e., the entire benefits of applications for shares underwritten firm is given to respective Underwriters.

STAGE I: Calculation of unmarked applications:

Tabulate the figures as follows:

Total subscription

=

21,300 shares

*Less: (Marked forms + Firm underwriting shares for all the three x + y + z underwriters)

=

16,800 shares

∴Unmarked applications

=

4,500 shares

STAGE II: Liability of underwriter is determined as follows by preparing a statement showing liability of the underwriters:

 

Statement Showing Liability of the Underwriters

Approach II: When shares underwritten firm are treated as “unmarked applications”.

 

Statement Showing Liability of the Underwriters

Illustration 2.17

Sunlight Ltd. invited applications from public for 50,000 equity shares of 50 each at a premium of 10 per share. The entire issue was underwritten by underwriters W, X, Y and Z to the extent of 30%, 30%, 20% and 20%, respectively with the provision of firm underwriting of 1,500, 1,000, 500 and 500 shares, respectively.

The underwriters were entitled to the maximum commission permitted by law.

The Company received applications for 35,000 shares from public out of which applications for 9,500, 5,000, 10,500 and 4,000 shares were marked in favour of W, X, Y and Z, respectively.

Calculate the liability of each one of the underwriters. Also ascertain the underwriting commission payable to different underwriters.

 

[C.S. (Inter). Modified]

Solution

Approach I: When the shares underwritten firm are treated as “marked applications”.

 

Statement Showing Liability of the Underwriters

Approach II: When shares underwritten firm are treated as “unmarked applications”.

Note:

Calculation of unmarked application:

 

Applications received for subscription

=

35,000 shares

Add: Shares underwritten firm

=

3,500 shares

Total applications

=

38,500 shares

Less: Marked applications

=

29,000 shares

∴Unmarked applications

=

9,500 shares

 

Statement Showing Liability of Underwriters

Calculation of Underwriting Commission:

(b) Preparation of ledger accounts

(i)

 

Equity Share Capital A/c

(ii)

 

10% Debentures A/c

Illustration 2.18

PVR Ltd. issued 80,000 equity shares of 10 each and 80,000 10% debentures of 10 each, the debentures were issued at a discount of 10%. The whole of issue was underwritten by M/s. Vamanan & Co. for a commission as per the legal limit in force now, on the issue price of shares and debentures. The public applied for 75,000 shares and 70,000 debentures. They were immediately paid for. The underwriters fulfilled their obligations.

You are required to

  1. Pass journal entries
  2. Prepare ledger accounts
  3. Construct the balance sheet of PVR Ltd.

Solution

(a)

 

PVR Ltd.
Journal Entries

(b)

 

M/s Vamanan & Co. A/c
Bank A/c
Underwriting Commission on Shares A/c
Underwriting Commission on Debentures A/c
Discount on Issue of Debentures A/c

(c)

Construction of balance sheet:

 

Balance Sheet of PVR Ltd
As on …

Summary

Underwriting of shares and debentures: Underwriting is a contract entered into by a company with persons or institutions who undertake to take up shares or debentures which may not be subscribed for by the public. The consideration for underwriting is “underwriting commission”.

Payment of the commission is regulated by legal provisions, which is 2.5% of the issue price of shares, now.

Types of underwriting:

  1. Pure underwriting: Under this type, the underwriter’s liability is purely contingent. The underwriter agrees to subscribe for the shares or debentures of the company which are not applied for by the public.

    Pure underwriting may further be classified into: (i) complete underwriting and (b) partial underwriting. In case of complete underwriting, the whole of the issue of shares or debentures of a company is underwritten without any firm underwriting. In case of a partial underwriting, only a portion of the issue of shares or debentures is underwritten whereas for the remaining portion, the company is to be treated as “underwriter”.

  2. Firm underwriting: Under this type, the underwriter’s liability is partly contingent and partly definite. The underwriter has to take (i) the number of shares he has applied firm and (ii) the number of shares he is obliged to take up as per terms of the underwriting agreement.

    Marked applications: These are applications received from public bearing the stamp or making of a particular underwriter. If the applications do not bear any stamp or marking, they are called unmarked or direct applications.

    Firm under writing applications: The underwriters will agree to take up a specified number of shares “firm” apart from the shares underwritten. This is an additional liability for the underwriters.

    Determination of liability of the underwriters, commission on underwriting, preparation of journal, ledger accounts and the balance sheet are all discussed in various illustrations (Ref: illustrations 2.1 to 2.20)

Key Terms

Underwriting: A contract entered into by a company with persons or institutions to facilitate the task of subscription of shares or debentures by the public.

Underwriter: Persons or institutions who enter into contract of underwriting with the company.

Underwriting Commission: Remuneration for services rendered by underwriters in discharging the obligation of underwriting.

Pure Underwriting: A type of contract in which the underwriter agrees to subscribe for shares or debentures of the company which are not applied for by the public.

Firm Underwriting: A type of underwriting contract in which the underwriters of an issue agree to take up a specified number of shares “firm” in addition to the shares underwritten.

Marked Applications: Applications forms for shares or debentures issued to public for subscription bearing the name of the underwriters.

QUESTION BANK

Objective Type Questions

I: State whether the following statements are true or false

  1. Underwriting is only an adjustment, which cannot be enforceable by law.
  2. The underwriters can take up a portion or whole issue made for public subscription.
  3. The underwriting commission is payable on the shares to be taken up by the underwriters
  4. Payment of the commission is to be authorized by the Articles of Association of the Company.
  5. Underwriting commission is payable on shares taken by the promoters, directors.
  6. Underwriters may be asked to agree for less commission than prescribed by the statutory provisions.
  7. Sub-underwriters are appointed by the company only.
  8. In case of partial underwriting, the company is also treated as underwriter for the remaining part of the issue.
  9. The application form issued by the company directly to the public bear marking or stamp.
  10. In case of firm underwriting, the underwriters agree to take up a specified number of shares “firm” in addition to the shares undertaken as per contract.
  11. Unmarked applications can be distributed among the underwriters in the ratio of gross liability.
  12. When shares or debentures are allotted to the underwriters, the underwriter’s account is credited.

Answers:

  1. False
  2. True
  3. False
  4. True
  5. False
  6. True
  7. False
  8. True
  9. False
  10. True
  11. True
  12. False

II: Fill in the blanks with apt word(s)

  1. Underwriting is a contract between the who may be persons or company and the_____institutions.
  2. The prime motive underlying underwriting is to protect the company against the danger of not receiving_____.
  3. The consideration for the service rendered by the underwriters is_____.
  4. The payment of commission is as per Section_____ of the Companies Act.
  5. The commission is payable on shares or debentures offered to the_____ only.
  6. According to the guidelines issued by the SEBI, the maximum commission on shares is_____.
  7. Underwriters may reduce their risk by entering an agreement with another person is called as_____.
  8. Companies may appoint one or more agencies as_____ to the issue, who take charge from planning till the completion of all formalities to an issue.
  9. Underwriting agreements may broadly be divided into two types: (i)_____ and (ii)_____.
  10. Under pure underwriting, the underwriter’s liability is purely_____.
  11. Under firm underwriting, the underwriter’s liability is partly_____ and partly_____.
  12. The marked applications facilitate the task of determining the_____ of each underwriter.
  13. Marked applications are also known as_____.
  14. When commission is payable to the underwriters,_____ A/c is to be credited.
  15. When the net amount due from the underwriters on the shares taken by them is received, _____A/c is to be debited.

Answers:

  1. underwriters
  2. minimum subscription
  3. underwriting commission
  4. 76
  5. public
  6. 2.5%
  7. sub-underwriter
  8. manager
  9. pure; firm
  10. contingent
  11. definite; contingent
  12. liability
  13. direct applications
  14. underwriter’s A/c
  15. bank A/c

III: Multiple choice questions—Choose the correct answer

  1. Under complete underwriting type of contract, the liability of the single underwriter shall be
    1. number of shares underwritten – number of shares applied for by the public
    2. number of shares underwritten
    3. number of shares applied for by the public
    4. none of these
  2. The underwriter is entitled to receive remuneration on
    1. the nominal value of shares actually purchased
    2. the issue price of shares underwritten
    3. the number of shares applied for by the public
    4. none of these
  3. When an underwriter agrees to take up a definite number of shares in addition to underwritten shares, it is called
    1. complete underwriting
    2. partial underwriting
    3. firm underwriting
    4. none of these
  4. As per Section 76 of the Company’s Act, commission payable to an underwriter should not exceed
    1. 0.5%
    2. 2.5%
    3. 6%
    4. 5%
  5. As per the guidelines issued by SEBI, the commission payable to an underwriter is
    1. 2.5%
    2. 5%
    3. 6%
    4. 10%
  6. The aggregate amount payable as fees to managers for issues up to 5 crore is
    1. 0.2%
    2. 2%
    3. 0.5%
    4. 2.5%
  7. A company issued 10,000 equity shares, which were underwritten exclusively by Mr. Felix. The company received applications for 15,000 shares. Mr. Felix is entitled to receive commission on
    1. 15,000 shares
    2. 5,000 shares
    3. 10,000 shares
    4. none of these
  8. Rose Ltd. issued 10,000 shares of 10 at a discount of 1 per share. The underwriting commission will be paid on
    1. 1,00,000
    2. 1,10,000
    3. 90,000
    4. none of these

Answers:

 

1. (a)

2. (b)

3. (c)

4. (d)

5. (a)

6. (b)

7. (c)

8. (c)

Short Answer Questions

  1. Define “underwriting”.
  2. What is the prime underlying purpose of “underwriting” of shares and debentures of a company?
  3. Explain the provisions of Section 69 (1) of the Companies Act.
  4. What do you mean by “underwriting commission”?
  5. Who are “underwriters”?
  6. Write a short note on the activities of a “broker”?
  7. Write a short note on the role of “managers to the issue”.
  8. Name the main types of underwriting?
  9. Explain: Firm underwriting.
  10. What do you understand by the term “marked applications”?
  11. What is meant by “direct applications”?
  12. Explain the “Abatement Clause” with respect to shares taken “firm”.
  13. Explain: Gross liability ratio.
  14. Name the approaches for dealing with “firm underwriting applications”?
  15. What is the main difference between marked and unmarked applications in accounting treatment?

Essay Type Questions

  1. Explain the various legal provisions for payment of underwriting commission.
  2. Explain the various types of underwriting agreement.
  3. How will you determine the liability of underwriters when
    1. an entire issue is fully underwritten by a single underwriter and
    2. entire issue is underwritten by two or more underwriters.
  4. How will you determine the liability of the underwritten
    1. when a part of the issue is underwritten by only one underwriter and
    2. when a part of issue is underwritten by two or more underwriters.
  5. Explain the two approaches of dealing with “firm underwriting” applications.

Exercises

 

Part A—For Undergraduate Level

[Model: Complete underwriting—Entire issue underwritten by one underwriter]

1. X Ltd. issued 50,000 equity shares of 100 each at par. The whole issue was underwritten by Good Securities & Co. for a commission of 2%. The company received applications only for 25,000 shares. All the applications were accepted. Give journal entries, assuming that all amounts due have been received.

[Ans: Net liability of the underwriter: 25,00,000; Commission: 1,00,000]

[Model: Complete underwriting—Entire issue underwritten by one underwriter]

2. A company issued 80,000 equity shares of 100 each at par and 4,000 debentures of 1,000 each at 950. The whole of the issue has been underwritten by Venu & Co. The whole of the shares are applied for but applications for 3,200 debentures only were received. All the applications were accepted. Commission payable to the underwriter is the maximum amount permissible legally.

Give journal entries to record the above transactions and prepare the balance sheet at this stage, assuming that all amounts due have been received.

[Ans: Underwriting commission (at 2.5%) on shares: 2,00,000; Underwriting commission on debentures (at 2%): 45,600; Underwriter’s liability: 7,60,000; Balance sheet total: 1,20,00,000]

[Model: Whole issue is underwritten by two or more underwriters]

3. X Ltd. issued 3,00,000 equity shares. The whole of the issue was underwritten by P: 40%; Q: 30% and R: 30%. Applications for 2,40,000 shares were received in all, out of which applications for 60,000 shares had the stamp of P, those for 30,000 shares that of Q and 60,000 shares that of R. The remaining applications for 90,000 shares did not bear any stamp.

You are required to show the net liability of the underwriters.

[Ans: Net liability of P: 24, 000 shares; Q: 33,000 shares; R: 3,000 shares]

4. XYZ Ltd., which was incorporated on 1 September 2010, issued applications for 2,50,000 equity shares of 100 each. The entire issue was fully underwritten by P, Q, R and S as P; 1,00,000 shares; Q: 75,000 shares; R: 50,000 shares and S: 25,000 shares.

Applications were received for 2,25,000 shares of which marked applications were as follows: P: 1,10,000 shares; Q; 45,000 shares; R: 55,000 shares and S: 5,000 shares.

You are required to calculate the net liability of individual underwriters, by giving credit to unmarked applications in the ratio of gross liability.

[Ans: Q: 11,250 shares; S: 13,750 shares]

5. R.M.S. Ltd. was formed with a capital of 10,00,000 in 10 shares, being issued to the public. The underwriting of these shares was as follows:

A: 35,000 shares; B: 30,000 shares; C: 20,000 shares; D: 10,000 shares; E: 3,000 shares F; 2,000 shares.

All marked applications were to go in relief of the underwriters, whose names they bear. The applications marked by the underwriters were as:

A: 10,000 shares; B: 22,500 shares; C: 20,000 shares; D: 7,500 shares; E: 5,000 shares and F: Nil. Applications for 20,000 shares were received on unmarked forms.

Draw up a statement showing the number of shares each underwriter had to take up.

[Ans: A: 13,650 shares and F: 1,350 shares] [Model: Partial underwriting—by one underwriter]

6. Y Ltd. issued 1,00,000 equity shares of 10 each at a premium of 10% and 4,000 debentures of 100 each at 95. 80% of the issue is underwritten by Patel & Co. at the maximum rate of commission allowed by law. Applications were received for 80,000 equity shares and 3,000 debentures which were accepted and payments for these were received in full.

You are required to journalise the above transactions and show the entries in the balance sheet assuming that the amount due from the underwriter has been received.

[Ans: Commission an shares: 22,000; Commission on debentures: 5,320; Cash received from underwriter: 2,24,680; Balance sheet total: 14,36,000]

[Model: Partial underwriting—by more than one underwriter]

7. Rising Sun Ltd. issued 1,00,000 equity shares of 50 each. The issue was underwritten by underwriters as follows: X: 30%; Y: 30%; Z: 20%

However, the company received applications for 80,000 shares only.

You are required to determine the liability of the respective underwriters and write the journal entries in the books of the company.

[Ans: X takes 6,000 shares; Y takes 6,000 shares; Z takes 4,000 shares]

8. A company issued 1,00,000 shares of 50 each for public subscription. The issue was underwritten as follows:

A: 25%; B; 30%; C:25%

The company received a total number of 70,000 applications of which marked applications were as follows:

A: 20,000 shares; B: 15,000 shares and C: 20,000 shares. Determine the liability of each of the underwriters

[Ans: A: 5,000 shares; B: 15,000 shares; C: 5,000 shares]

[Model: Firm underwriting]

9. The following underwriting took place:

X: 1,00,000 shares; Y: 60,000 shares; Z: 40,000 shares

In addition, there was firm underwriting as:
X: 20,000 shares; Y: 10,000 shares; Z: 30,000 shares

The share issue was for 2,00,000 shares. Total subscriptions including firm underwriting was 1,70,000 shares and the forms included the following marked forms:
X: 40,000 shares; Y: 20,000 shares; Z: 20,000 shares show the allocation of liability of the underwriters.

[Ans: Total liability   X   Y   Z

(including firm):

  1. Firm treated as marked (Approach I):     35,000 25,000 30,000
  2. Firm treated as unmarked (Approach II):     35,000 23,000 32,000]

10. Surya Co. Ltd. has an authorized capital of 25,00,000 divided into 25,000 equity shares of 100 each. The company issued for subscription of 12,500 shares at a premium of 20 each. The entire issue was underwritten as:

A:7,500 shares (Firm underwriting 1,250 shares);

B:3,750 shares (Firm underwriting 500 shares);

C:1,250 shares (Firm underwriting 250 shares).

Out of the total issue, 11,250 shares including firm underwriting were subscribed. The following were the marked forms:

A: 4,000 shares; B: 2,500 shares and C: 1,000 shares.

Calculate the liability of each underwriter.

(Rounded off)]

11. Chandra Ltd. issued 2,00,000 equity shares of 20 each at par. The entire issue was underwritten as follows:

P: 1,20,000 shares (Firm underwriting 16,000 shares);

Q: 50,000 shares (Firm underwriting 20,000 shares);

R: 30,000 shares (Firm underwriting 6,000 shares).

The total applications including firm underwriting were for 1,42,000 shares. The marked applications were as follows:

P: 36,000 shares; Q: 45,000 shares and R: 16,000 shares.

The underwriting contract provides that credit for unmarked applications be given to the underwriters in proportion to the shares underwritten.

Determine the liability of each underwriter.

[Ans: Final liability to   P    Q    R underwriters:

  1. Firm treated as  69,600  20,000  10,400 marked:
  2. Firm treated as  68,000  20,000  12,000] unmarked:

12. The following underwriting takes place:

X: 30,000 shares; Y: 12,500 shares; Z: 7,500 shares

In addition, there is firm underwriting as follows:

X: 4,000 shares; Y: 1,500 shares; Z: 5,000 shares The issue is for 50,000 shares. Total subscriptions including firm underwriting is for 35,500 shares and the applications include the following marked forms:

X: 5,000 shares; Y: 10,000 shares; Z: 2,500 shares

Show the allocation of liability of the underwriters if the firm underwritten shares are treated as unmarked applications:

[Ans: X: 16,600; Y: 1,500; Z: 6,900 shares]
[Model: Partial and firm underwriting]

13. Ansul & Co Ltd. issued 4,00,000 shares which were underwritten as follows:

A:40%;B:30%;C:20%

The underwriters made firm underwriting as follows:

A:30,000 shares;B:20,000 shares;C:50,000 shares

The total subscriptions excluding firm underwriting, but including marked applications were for 2,00,000 shares.

The marked applications were as follows:

A: 80,000; B: 50,000 shares; C: 20,000 shares.

You are required to prepare a statement showing the liability of the underwriters.

[Ans: Liability of the     A     B     C underwriters

  1. Firm applications 75,556  66,668  57,776 treated as marked:
  2. Firm application 61,112  53,332  85,556 treated as unmarked:

14. V, R and S underwrote 80% of an issue of4,00,000 preference shares of 10 each in the ratio of 2:2:1. The “Firm” & “Marked” applications of the underwriters are as follows:

 

 

Marked

Firm

V

80,000

48,000

R

60,000

40,000

S

20,000

32,000

Applications for 3,20,000 shares were received in all. Prepare a statement showing the liability of each of the underwriters.

[Ans: V: 64,000; R: 76,000; S: 60,000 shares]

Exercises

 

Part B—For Advanced Level

 

15. PVR Ltd. issued 32,000 equity shares of 100 each and 32,000 and 10% debentures of 100 each, issued at a discount of 6%. The whole of issue was underwritten by Safe & Secure Ltd. for a commission of 2.5% on issue price of shares and 2.5% on the issue price of debentures. The public applied for 28,800 shares and 25,600 debentures. These were immediately paid for. The underwriters fulfilled their obligations.

You are required to

  1. Prepare journal entries
  2. Prepare ledger accounts
  3. Draw the balance sheet.

[Ans: Underwriting commission on shares: 80,000; Underwriting commission on debentures: 75,200; Balance sheet total: 64,00,000].

16. Five Stars Ltd. comes out with a public issue of share capital on 1 April 2011 of 1,00,000 equity shares of 100 each at a premium of 5%. 25 is payable on application (on or before 30 April 2011) and 30 on allotment (30 June 2011) including premium. The issue is underwritten by two underwriters—Vijay and Ajay—the commission being 5% of the issue price. Each of the underwriters underwrites 2,000 shares firm. Subscriptions totalled 96,000 shares, the distribution of forms being:

Vijay: 52,000 shares; Ajay: 36,000 and unmarked forms 8,000.

One of the allotees (using forms marked with the name of Vijay) for 200 shares failed to pay the amount due on allotment, all other moneys due being received in all including any due from the shares devolving upon the underwriters. The commission due is paid as per agreement. The shares of different allottees are finally forfeited on 30 September 2001 and re-allotted for payment in cash of 40 per share.

You are required to pass summary journal entries to record the above events and transactions including cash.

17. Rajan & Co. Ltd. issued 50,000 shares of 100 each at a premium of 20% ( 20 per share). The entire issue was underwritten as follows:

X: 25,000 shares (Firm underwriting 5,000 shares);

Y: 15,000 shares (Firm underwriting 2,500 shares);

Z: 10,000 shares (Firm underwriting 2,500 shares).

Shares applied for were 45,000 shares, the following being the marked forms:

X: 17,500 shares including firm underwriting;

Y: 7,000 shares including firm underwriting;

Z: 8,000 shares including firm underwriting.

What is the liability of each underwriter and how much commission will each get, assuming it is the maximum allowed by law?

 

[Ans: Total liability

X: 5,935 shares;

 

Y: 6,565 shares;

 

Z: 2,500 shares]

 

18. M/s Reddy Ltd. has authorized capital of 50,00,000 divided into 1,00,000 equity shares of $4 50 each. The company issued for subscription 25,000 shares at a premium of 5 each. The entire issue was underwritten as follows:

Amar: 15,000 shares (Firm underwriting 2,500 shares)

Akbar: 7,500 shares (Firm underwriting 1,000 shares)

Antony: 2,500 shares (Firm underwriting 500 shares)

Out of total issue, 22,500 shares including firm underwriting were subscribed.

The following were the marked forms:

Amar: 8,000 shares

Akbar: 5,000 shares

Antony: 2,000 shares

Determine the liability of each underwriter.

 

[C.S. Modified]

19. Global (Indian) Ltd. Issued 4,00,000 equity shares which were underwritten as follows:

 

Underwriter

Shares underwritten

X Ltd.

2,40,000

Y Ltd.

1,00,000

Z Ltd.

  60,000

 

The above-mentioned underwriters made application for firm underwriting as follows:

 

X Ltd.

32,000 shares

Y Ltd.

40,000 shares

Z Ltd.

12,000 shares

 

The total applications excluding firm underwriting but including marked applications were for 2,00,000 shares. The marked applications were as under:

 

X Ltd.

40,000 shares

Y Ltd.

50,000 shares

Z Ltd.

20,000 shares

The underwriting contracts provide that underwriters be given credit for firm applications and that credit for unmarked applications be given in proportion to the shares underwritten. You are required to show the allocation of liability.

 

[C.A. (Inter). Modified]

 

[Ans: Total liability

X Ltd.: 1,36,000 shares;

 

Y Ltd.: 40,000 shares;

 

Z Ltd.: 24,000 shares]

20. Himalaya Mount Ltd. issued 3,60,000 shares which were underwritten as:

A: 2,16,000 shares;

B: 90,000 shares;

C; 54,000 shares

The underwriters made applications for firm underwriting as follows:

A: 28,800 shares;

B: 10,800 shares;

C: 36,000 shares the total subscription excluding firm underwriting (including marked applications) were 1,80,000 shares.

The marked applications were:

A: 36,000 shares;

B: 72,000 shares;

C: 18,000 shares.

You are required to prepare a statement showing the net liability of underwriters.

 

[C.S. (Inter). Modified]

 

[Ans: Total liability

A:1,19,520 shares;

 

B:10,800 shares;

 

C:49,680 shares]