Q.Describe the purposes for which a company can use the amount of Securities Premium.
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Start your 14-day free trial to unlock the full solution →A company can use the Securities Premium amount only for the specific purposes listed in Section 52(2) of the Companies Act, 2013 — issuing bonus shares, writing off preliminary expenses, writing off underwriting commission, providing for the premium payable on redemption of preference shares or debentures, and buying back its own shares.
The Concept: Why Securities Premium is Not Free Cash
When a company issues shares at a price higher than their face value, the excess amount collected is called Securities Premium. For example, if a ₹10 share is issued at ₹50, the ₹40 extra is securities premium. This amount is credited to a separate account called Securities Premium Reserve Account.
The key accounting principle here is that securities premium is not profit — it is a capital reserve. It cannot be distributed as a dividend or used for any revenue purpose. The Companies Act, 2013 strictly lists the only five purposes for which this reserve can be utilised. Using it for any other purpose is illegal.
The Five Permissible Uses (Section 52(2))
Section 52(2) of the Companies Act, 2013 allows the securities premium account to be applied only towards:
- Issuing fully paid bonus shares to members
- Writing off the preliminary expenses of the company
- Writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures
- Providing for the premium payable on the redemption of preference shares or debentures
- Buying back its own shares (buy-back of shares)
Let me explain each one clearly.
1. Issuing Fully Paid Bonus Shares
This is the most common use. When a company wants to capitalise its reserves and issue free shares to existing shareholders, it can use the securities premium account. The entry is:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium Reserve A/c Dr. | xxx | |||
| To Bonus to Shareholders A/c | xxx | |||
| (Being securities premium used for issuing bonus shares) |
The bonus shares are then issued, and the Bonus to Shareholders account is closed to Share Capital.
2. Writing Off Preliminary Expenses
Preliminary expenses are costs incurred before the company is formed — legal fees, stamp duty, incorporation fees, etc. These are shown as a fictitious asset (a debit balance) in the Balance Sheet. The company can write them off by debiting Securities Premium Reserve:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium Reserve A/c Dr. | xxx | |||
| To Preliminary Expenses A/c | xxx | |||
| (Being preliminary expenses written off) |
3. Writing Off Underwriting Commission, Discount on Issue, or Issue Expenses
When a company issues shares or debentures, it may pay underwriting commission, allow discount, or incur other issue expenses. These are also capital losses that can be written off against securities premium:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium Reserve A/c Dr. | xxx | |||
| To Underwriting Commission A/c | xxx | |||
| (Being underwriting commission written off) |
Similarly for discount on issue of shares/debentures or other issue expenses.
4. Providing for Premium on Redemption of Preference Shares or Debentures
When redeemable preference shares or debentures are redeemed at a premium, the company needs to provide for that premium. Securities premium can be used for this purpose:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium Reserve A/c Dr. | xxx | |||
| To Premium on Redemption of Preference Shares A/c | xxx | |||
| (Being provision made for premium on redemption) |
5. Buy-Back of Shares …
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