Q.What are the uses of securities premium?
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Start your 14-day free trial to unlock the full solution →Securities premium can be used only for the specific purposes listed in Section 52 of the Companies Act, 2013 — issuing bonus shares, writing off preliminary expenses, writing off underwriting commission, writing off the discount on issue of shares or debentures, and providing for the premium payable on redemption of preference shares or debentures.
The Concept: Why Securities Premium Cannot Be Treated as Free Reserves
When a company issues shares at a price above their face value, the excess amount collected is called securities premium. This is not revenue profit — it is a capital receipt. The law (Section 52 of the Companies Act, 2013) strictly limits how this money can be used. You cannot simply distribute it as a dividend or use it for any revenue expense. Think of it as a capital reserve with earmarked uses — it sits in the balance sheet under "Reserves and Surplus" but is ring-fenced.
The logic is simple: shareholders who paid a premium did so expecting the company to use that extra money for strengthening the business, not for paying dividends or covering routine losses. So the Act lists five — and only five — permitted applications.
The Five Permitted Uses of Securities Premium
Section 52(2) of the Companies Act, 2013 allows securities premium to be applied only towards:
- Issuing fully paid bonus shares to shareholders
- 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 (buyback of shares under Section 68)
Let us examine each use in detail.
1. Issuing Fully Paid Bonus Shares
This is the most common use. When a company wants to capitalise its reserves and issue bonus shares, it can use the securities premium account. The entry is:
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium A/c Dr. | xxx | |||
| To Bonus to Shareholders A/c | xxx | |||
| (Being the amount of securities premium capitalised for issue of bonus shares) |
The bonus shares are then issued by crediting Share Capital A/c and debiting Bonus to Shareholders A/c.
A common mistake is to think securities premium can be used to pay cash dividends. It cannot. Bonus shares are shares, not cash. The premium is being capitalised, not distributed as profit.
2. Writing Off Preliminary Expenses
Preliminary expenses are costs incurred before the company starts business — legal fees, incorporation costs, stamp duty, etc. These are shown as a fictitious asset (or miscellaneous expenditure) in the balance sheet. The company can write them off against securities premium instead of against the Profit & Loss A/c.
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium A/c Dr. | xxx | |||
| To Preliminary Expenses A/c | xxx | |||
| (Being preliminary expenses written off against securities premium) |
3. Writing Off Underwriting Commission, Discount on Issue of Shares or Debentures
When a company pays commission to underwriters or allows discount on the issue of shares/debentures, these are capital losses or expenses. They can be written off against securities premium.
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium A/c Dr. | xxx | |||
| To Underwriting Commission A/c | xxx | |||
| (Being underwriting commission written off) |
Similarly for discount on issue of shares or debentures.
4. Providing for Premium Payable on Redemption of Preference Shares or Debentures
When redeemable preference shares or debentures are redeemed at a premium, the company must provide for that premium. The premium payable on redemption can be charged to securities premium.
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium A/c Dr. | xxx | |||
| To Premium on Redemption of Preference Shares A/c | xxx | |||
| (Being provision made for premium payable on redemption) |
| This is a smart use — the premium received on issue is used to pay the premium on redemption. It matches the capital nature of both transactions.
5. Buyback of Shares (Under Section 68)
When a company buys back its own shares, it must use "free reserves" — and securities premium is specifically allowed for this purpose under the buyback provisions. The amount used from securities premium for buyback is transferred to a Capital Redemption Reserve (if required) or used directly.
| Date | Particulars | L.F. | Debit (₹) | Credit (₹) |
|---|---|---|---|---|
| Securities Premium A/c Dr. | xxx | |||
| To Capital Redemption Reserve A/c | xxx | |||
| (Being amount transferred to CRR out of securities premium for buyback) |
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