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    Company Accounts

    Final Accounts

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    Introduction

    Companies are formed and incorporatedunder the Companies Ordinance.

    An incorporated company(also called

    incorporation) is a legal entity using theterm company in its name

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    Advantages of incorporation

    An incorporated company is a separatelegal entity which enjoys similar legalauthority to a natural person

    An incorporated company has an unlimitedlife

    Ownership of a company can be easilytransferred to new owners

    For a limited company, shareholders

    liability is limited to the amount they haveinvested in shares

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    Types of Corporation

    Unlimited Company

    Limited Liability Company

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    Unlimited Company

    The unlimited company does not have anylimits on the liability of its owners

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    Limited liability company

    Company limited by shares

    Company limited by guarantee

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    Company limited by shares

    Private Company

    Public company

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    Private Company

    According to the Companies Ordinance,the Articles of Association A privatecompany contains the following

    restrictions: The maximum number of members is limited

    to 50

    Prohibited to subscribe for any shares or

    debentures to the public Strict the right to transfer its shares

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    Public company

    Unlike the private company, there are nosuch restrictions on the public company

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    Listed Company

    Listed companies are companies whichhave their securities listed on the stockexchange of Hong Kong

    Apart from the Companies Ordinance,listed companies are also under the strictcontrol of other regulations such asSecurities Ordinance etc.

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    Means of funding

    Share Capital

    Debentures

    Reserves

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    Types of Share Capital

    Preference Shares

    Ordinary Shares

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    Preference Shares

    Preference shares are entitled to a fixedpercentage of dividends before anyordinary dividends are paid

    They usually do not have voting rights The different types of preference shares

    are:

    Cumulative preference shares

    Non-cumulative preference shares

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    Cumulative preference shares

    Any unpaid dividends on cumulativepreference shares can be carried forwardto a later year

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    Non-cumulative preference shares

    If the profits are insufficient to pay thedividends, the unpaid dividends cannot becarried forward to later years

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    Ordinary Shares

    The dividends of ordinary shares are notfixed. They depend on the return of thecompany

    Ordinary shareholders are paid only afterall other claim (e.g. loan interest andpreference share dividends) have beenmet

    Ordinary shareholders usually have votingrights

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    Debentures

    Debentures are long-term loans evidencedby deeds which set out the rate of interestpayable and the date of redemption

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    Reserves

    Reserves are profits or gains which accrueto ordinary shareholders

    They are undistributed profits which have

    been retained within the company There are two types of reserves:

    Revenue reserves

    Capital reserves

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    Revenue reserves

    They are undistributed trading profits

    They can be used to pay dividends

    E.g. the balance on the profit and loss

    account and general reserve

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    Capital reserves

    They are gains or profits arising from non-trading or non-operating activities

    They are not available for distribution as

    dividends E.g. Share premium, revaluation reserve,

    capital redemption reserve and debentureredemption reserve

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    Share premium

    When a company issues shares at a priceabove par, the excess amount is calledshare premium

    The reserve is restricted to be used in thefollowing ways: To write off preliminary expenses

    To write off expenses of issuing shares

    To write off commission paid and discounts onshares

    To pay up a bonus issue

    To provide premium on redemption ofdebentures

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    Revaluation reserve

    This is the unrealized gain from anincrease in the value of an asset afterrevaluation

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    Capital redemption reserve and

    Debenture redemption reserve

    This arises as a result of a companyredeeming its shares or debentures byusing its retained profits

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    Final Accounts

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    Final accounts

    For internal reporting and managementpurposes, the final accounts of the limitedliability companies are similar as those of

    the sole trader and partnership with theexception of certain types of expenses andthe appropriation of net profit

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    XX Ltd. CompanyIncome Statement for the year ended 31 Dec XXXX

    Sales XLess: Returns inwards X

    (X)Less: Cost of Sales

    Opening Inventory XAdd: Purchases XAdd: Carriage inwards XLess: Returns outwards (X)

    Less: Closing Inventory (X) XGross profit XAdd: Other revenues X

    XLess: Operating Expenses

    Administrative Expenses

    Selling and distribution expenses XFinance cost XOther operating expenses X X

    Net profit XLess: Profit Tax (X)Profit after taxation (PAT) X

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    Add: Retained profit b/f XX

    Less: Appropriations:Transfer to general reserve XPreference dividend interim (paid) X

    - proposed (final) XOrdinary dividend - interim (paid) X

    - proposed (final) X XRetained profit c/f X

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    Balance Sheet as at 31 Dec XXXXNon-currents Assets Cost Dep NetMachinery X X XFurniture X X X

    X

    Current AssetsStock XDebtors XBank X

    XLess: Current Liabilities

    Creditors XProposed dividend XDebenture interest accrued XProvision for taxation X

    Working Capital XX

    Capital and ReserveShare Capital Authorized IssuedXXXX Ordinary Shares of $1 each X XXXXX 8%Preference Shares of $1 each X X

    X XNo. of shares

    Par value

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    ReservesShare Premium XGeneral Reserve XProfit and loss X

    XLong-term Liabilities10% Debentures X

    X

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    Special types of expenses

    Debenture interest

    Directors remunerations/fees/emolument

    Preliminary expenses/formation expenses

    Goodwill written off

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    Debenture interest

    The amount of the debenture interest willbe calculated according to the pre-setpercentage of debenture as the interest

    expenses of the company

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    Trial Balance as at 31 Dec 20-1Dr Cr

    10% Debentures 10000Debenture interest 5000

    Ans.:Trading and profit and loss a/c for the year ended 31 Dec 20-2

    $ $Gross profit XLess: Expenses

    Debenture interest (10000*10%) 10000

    Balance Sheet as at 31 Dec 21-1$ $

    Less: Current Liabilities

    Paid debenture interest

    Actual debenture interest

    Accrued expenses(1000-5000) 5000

    Debenture interest not yet paid

    Example

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    Directors fee/emolument

    Directors fee and directors emolument are

    salaries and services charges of thedirectors of the limited company

    It will be treated as one of expenses in theprofit and loss account

    P li i /F i

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    Preliminary expenses/Formation

    expenses

    They are incurred by an enterprise during theperiod prior to the commencement of commercialoperations

    These include, for example, legal expenses and

    various government taxes

    They should be written off when they areincurred

    Pre-operating expenses capitalized in prior years

    should be written off against the openingretained profits as a prior year adjustments

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    Amounts written off as goodwill

    According to SSAP(Statement of StandardAccounting Practice), goodwill should beamortized over its useful economic life

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    Appropriation of net profit

    Profit Tax

    Retained profit from last year/after nextyear

    Dividends Transfer to/(from) reserve

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    Profit tax

    It is shown as a deduction from profit forthe year before taxation (i.e. this is thenet profit figure) to show the net result

    (i.e. profit for the year after taxation) Accounting entries:

    Dr. Profit and Loss

    Cr. Provision for taxation

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    Example

    No under/overprovision of profit tax

    Trial Balance as at 31 December 2003Dr Cr.

    Net Profit 10000

    ** The profit tax is estimated at $1500 for the year

    Solution:Provision for taxation

    Bal c/f 1500 P/L 1500

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    Profit and loss Account for the year ended 31 December 2003$

    Net Profit 10000Less Profit tax 1500Profit after tax 8500

    Balance Sheet as at 31 December 2003$

    Current LiabilitiesProvision for taxation 1500

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    Example

    Overprovision of profit tax

    Trial Balance as at 31 December 2003Dr Cr.

    Net Profit 10000

    Overprovision of profit tax 300

    ** The profit tax is estimated at $1500 for the year

    Solution:Provision for taxation

    Bal c/f 1500 P/L 1200

    Bal b/f 300

    1500 1500

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    Profit and loss Account for the year ended 31 December 2003$

    Net Profit 10000Less Profit tax (1500-300) 1200Profit after tax 8800

    Balance Sheet as at 31 December 2003$

    Current LiabilitiesProvision for taxation 1500

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    Example

    Underprovision of profit tax

    Trial Balance as at 31 December 2003Dr Cr.

    Net Profit 10000

    Overprovision of profit tax 300

    ** The profit tax is estimated at $1500 for the year

    Solution:Provision for taxation

    Bal c/f 1500 P/L 1800

    Bal b/f 300

    1800 1800

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    Profit and loss Account for the year ended 31 December 2003$

    Net Profit 10000Less Profit tax (1500+300) 1800Profit after tax 8200

    Balance Sheet as at 31 December 2003$

    Current LiabilitiesProvision for taxation 1500

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    Retained profit to next year/ from last

    year

    All profits may not be appropriated duringa period

    This then will be balance on the

    appropriation account as brought forwardfrom the previous year or carried forwardto next year

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    Dividends

    Net profit from ordinary activities of thebusiness of a company will be distributedto its shareholders of preference sharesand ordinary shares according to the level

    of net profit and the dividend policy of thecompany

    Dividend can be divided into: Interim/paid dividend

    Final/proposed dividend

    Dividend = Nominal value * % of dividend paidOR

    = no. of shares * Amount of dividend per share

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    Interim/Paid Dividend

    Interim dividend is the paid dividend tothe shareholders in the middle of thefinancial year

    The amount of interim dividend will besubject to the performance of the businessin the first half of the financial year

    Descriptions Book-keeping entries

    Interim dividend paid Dr Interim DividendCr Bank

    Transfer interim dividendpaid to appropriationaccount

    Dr Profit & loss appropriation

    Cr Interim Dividend

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    Proposed/Final Dividend

    The amount of proposed dividend will besubjected to the performance of the business inwhole financial year and the shareholders

    approvals in the Annual General Meeting

    Proposed dividend will be paid in the early of nextfinancial year, it will be treated as one ofappropriations to the shareholders in the profit &loss account of current financial year and should

    be disclosed on the face of the balance sheet as aseparate component of equity(I.e. part of theshareholders fund)

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    Descriptions Book-keeping entries

    Transfer proposeddividend to appropriation

    account* Proposed dividend willbe shown in balancesheet under the heading

    of current liabilities

    Dr Profit & lossappropriation

    Cr Proposed dividend

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    Transfer to /(from) Reserve

    Part of the net profit for the financial yearmay be transferred from the appropriationaccount to the reserves to meet the future

    requirements or specific reason Revenue reserve can be transferred back

    to appropriation account for dividendspurposes in the future financial period

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    Descriptions Book-keeping entries

    Transfer part of net profitfrom appropriation

    account to specificreserves

    Dr Profit & lossappropriation account

    Cr Reserves

    Transfer specific reservesback to appropriation

    account

    Dr Reserves

    Cr Profit & lossappropriation

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    ExampleTrial Balance as at 31 Dec 2000(extract)

    Dr Cr400000 ordinary shares of $0.5 each, fully paid 200000250000 10% preference shares of $1 each, fully paid 250000General reserves 15000Interim ordinary dividend 5000

    Interim preference dividend 8000

    Additional information: The director proposed a final dividend of $0.05 per ordinary share The director resolved to transfer $5000 to the general reserve

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    Ans.:

    Trading and profit and loss a/c for the year ended 31 Dec 20-2$ $Net profit XAdd: Retained profit from last year X

    XLess: Appropriation

    Preference dividend

    interim 8000- final (250000*0.1-8000) 17000

    Ordinary dividend - interim 5000- final (400000*0.05) 20000

    Transfer to general reserve 5000

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    Balance Sheet as at 31 Dec 21-1$ $

    Dividend owning(17000+20000) 37000

    Dividend not yet paid to shareholders

    Capital and Reserve

    ReservesGeneral reserves (1500+5000) 20000

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    Limited Liability Company

    The capital of a limited company is dividedinto shares

    The par value of each share can be $1,$5or other

    A person who buy the shares, become themember of company called shareholder

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    Capital Structure

    Authorized

    Capital

    It is the maximum amount of share

    capital which the company isallowed to issue

    Issued Capital It is the nominal value of a portionof the authorized capital which has

    been taken up (purchased) byshareholders

    Called Up Capital It is the amount of issued capitalwhich the company has called to

    be paidPaid Up Capital It the amount of issued capital

    which has actually been received

    Calls in Arrears It the amount of called up capital

    which has not been received

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    Issue ofShares/Debentures

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    Issue Price

    Issue at Par

    -The issue price is same as the PAR, NOMINAL or FACE value of the shares

    and debentures.

    Issue at a Premium

    -The issue price may be HIGHER than the par value of the shares and debentures.

    The difference between the issue price and the par value of the shares or debentures

    is named as SHARE PREMIUM

    Issue at a Discount

    -The issue price may be LOWER than the par value of the shares and debentures.

    The difference between the issue price and the part value of the shares or debentures

    is named as SHARE DISCOUNT

    Raising of Capital-Issue of shares and

    debentures

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    Issue of shares

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    Descriptions Accounting entries

    Application Monies Received Dr. Bank

    Cr. Ordinary Share Applicants

    *No. of Application * Issue Price

    Issue of Ordinary Shares Capital (a) Issue at Par

    Dr. Ordinary Share Applicants

    Cr. Ordinary Share Capital

    No of Shares Actually Issued X Par Value of

    Each Share(b) Issue at a Premium

    Dr. Ordinary Share Applicants

    Cr. Ordinary Share Capital

    Cr. Share Premium

    * No. of Share Actually Issued X Par Value of

    Each Share will be recorded in Ordinary ShareCapital

    * No. of Shares Actually Issued X The Value

    of Share Premium per

    Each Share will be recorded in Share Premium

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    Descriptions Accounting entries

    ( c) Issue at a Discount

    Dr. Ordinary Share Applicants

    Share DiscountCr. Ordinary Share Capital

    * No. of Shares Actually Issued X Par Value of

    Each Share will be recorded in Ordinary Share

    Capital

    * No. of Shares Actually Issued X The Value of

    Share Discount per Each Share will be recorded inShare Discount

    Refund of Oversubscribed Dr. Ordinary Share Applicants

    Cr. Bank

    * No. of Application Oversubscribed X IssuePrice

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    Note:

    The issue is oversubscribed when the number ofapplications is greater than the number of sharesavailable for issue. Excess application money willbe refunded to the unsuccessful applicants

    The issue is undersubscribed when the number ofapplications is smaller than the number of sharesavailable for issue. Hence, no refund will berequired

    If the number of applications is below the

    predetermined minimum amount, no shares willbe issued and all the application money will berefunded

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    Example Issue at par

    Tai Fat Ltd made a public offering of its1000 ordinary shares of $1 each

    The shares were issued at par

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    The JournalDr. Cr.

    Bank (1000*$1) 1000Ordinary Share Applicants 1000

    Being money received on application

    Ordinary Share Applicants 1000Ordinary Share Capital 1000Being allotment of 1000 ordinary shares

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    Shares issued at par

    Bank

    Ordinary Share Applicants

    Ordinary Share Capital

    Ordinary share applicants 1000

    Bank 1000Ordinary share capital 1000

    Ordinary share applicants 1000

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    Example Issue at premium

    Tai Fat Ltd made a public offering of its1000 ordinary shares of $1 each

    The shares were issued at premium of

    20%

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    The JournalDr. Cr.

    Bank (1000*$1.2) 1200Ordinary Share Applicants 1200

    Being money received on application

    Ordinary Share Applicants 1200Ordinary Share Capital (1000*$1) 1000Share premium (1000*$0.2) 200Being allotment of 1000 ordinary shares

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    Shares issued at premiumBank

    Ordinary Share Applicants

    Ordinary Share Capital

    Ordinary share applicants 1200

    Bank 1200Ordinary share capital 1000

    Ordinary share applicants 1200

    Share premium 200

    Share premium

    Ordinary share applicants 200

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    Example Issue at discount

    Tai Fat Ltd made a public offering of its1000 ordinary shares of $1 each

    The shares were issued at a discount of

    10%

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    The JournalDr. Cr.

    Bank (1000*$0.9) 900Ordinary Share Applicants 900

    Being money received on application

    Ordinary Share Applicants 900Discounts on shares (1000*$0.1) 100Ordinary Share Capital (1000*$1) 1000Being allotment of 1000 ordinary shares

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    Shares issued at discountBank

    Ordinary Share Applicants

    Ordinary Share Capital

    Ordinary share applicants 900

    Bank 900Ordinary share capital 1000

    Ordinary share applicants 1000

    Discount on shares 100

    Discount on shares

    Ordinary share applicants 100

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    Bonus Shares/Script Issue

    Bonus shares are free shares issued toshareholders without any cash being paidfor them

    The reserves are utilised for the purpose The accounting entry is:

    Dr Reserve/Share premium/Retained earnings

    Cr Ordinary share capital

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    Example

    $20000 Ordinary Share Capital of $1 each 20000Reserves 12000

    A bonus issue of 1 for 4 were made. (i.e. 1 bonus share for every 4

    shares already held)

    Ans:Bonus issue (20000/4)=5000 shares

    The entry: Dr Reverse (5000*$1) $5000Cr Ordinary share capital $5000

    Ordinary share capital (20000+5000) 25000Reserve (12000-5000) 7000

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    A debenture is a written acknowledgementof debt.

    Debenture are long-term loans which

    attract a large number of investors. The terms of debentures such as the rate

    of interest payable, the date ofredemption (if applicable) and security

    given by the borrowing company aregoverned by a trust deed

    Debentures

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    Types of debentures

    Redeemable and irredeemable debentures

    Debentures with fixed charge

    Debentures with floating charge

    Unsecured/naked/simple debentures

    Redeemable and irredeemable

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    debentures

    Redeemable debentures are repayable ator by a specified date

    Irredeemable debenture are nor repayable

    However, the borrowing company canpurchase its own debentures on the openmarket when the price of debentures isvery low

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    Debentures with fixed charge

    Debentures are secured by means ofmortgaging specific assets, e.g. premises.

    The borrowing company cannot sell these

    assets without the prior consent of thedebenture holders

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    Debentures with floating charge

    Debentures are secured by means ofmortgaging a group of assets, e.g.premises

    The borrowing can trade in the assets

    which are subject to a floating charge If the company defaults on its interest or

    capital repayment, the floating charge willcrystallize on the group of assets

    The debenture holders can sell the assetsto recover the amount due to them

    Unsecured/naked/simple

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    p

    debentures

    They are not secured by any of thecompanys assets

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    Issue of debentures

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    The accounting treatment of debenture isthe same as that of shares, except for thechange in the name of the accounts

    Debenture can be issued at par, atpremium or at a discount

    Issue of Debentures

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    Descriptions Accounting entries

    Issue of Debentures (a) Issue at Par

    Dr. Bank

    Cr. Debentures

    (b) Issue at a Premium

    Dr. BankCr. Debentures

    Cr. Debentures Premium

    ( c) Issue at a Discount

    Dr. Bank

    Debenture Discount (note)

    Cr. Debentures

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    Note:

    The debenture discount account can bewritten off using either method:

    It can be written off immediately against theshare premium on profit and loss appropriationaccount. The debentures should be disclosed inthe balance sheet at a nominal value

    It can also be written off over the life ofdebentures to the profit or loss account. The

    debentures should then be disclosed in thebalance sheet at a nominal value lessunamortized discount