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Microlesson · 5-min read

Notes to Accounts – Share Capital and Reserves After Buy Back

# Notes to Accounts: Presenting Share Capital and Reserves After Buy Back

After a buyback (and/or preference share redemption), every movement in share capital and reserves must be shown in the Notes to Financial Statements. Treat each note as a running ledger narrative: Opening → Additions → Deductions → Closing.

## Note 1: Share Capital

```

Equity Share Capital:

Opening Balance ₹ xxx

Add: Shares issued under ESOP ₹ xxx

Less: Buy Back during the year (₹ xxx)

Closing Balance ₹ xxx

Preference Share Capital:

Opening Balance ₹ xxx

Less: Redemption during the year (₹ xxx)

Closing Balance ₹ xxx / Nil

```

## Note 2: Reserves & Surplus

ReserveTypical AdditionsTypical Deductions
Capital ReserveProfit on cancellation of debentures; profit on forfeiture(none in a buyback year)
Revenue Reserve (General Reserve)Premium on BB (shortfall after Sec Prem); Transfer to CRR
Securities PremiumPremium on ESOP; premium on debenture/share issuePremium on pref redemption (first); then premium on BB
P&LProfit on investment saleBB expenses; shortfall for CRR / premium on BB
Capital Redemption ReserveTransfer from Revenue Reserve / P&L(only debited later for bonus issue)

## Order of Using Securities Premium

When a question involves both preference redemption and equity buyback, Securities Premium is consumed in this sequence:

1. Premium on preference share redemption (first priority)

2. Premium on buy back of equity shares (with remaining balance)

Only the residual Securities Premium after step 1 is available for step 2.

## CRR Always Grows in a Buyback Year

CRR is only credited (created) during the buyback year — it is never debited except when used for a bonus issue. Its closing balance equals the sum of transfers for preference redemption and equity buyback.

Worked example

### Example 1

Q6-type: Preference Redemption + Equity Buyback — Notes to Accounts

Given data (illustrative):

  • Equity Shares: Opening ₹1,00 lakh; ESOP issued ₹5; Buy Back ₹30 → Closing ₹75
  • Preference Shares: Opening ₹20; Redeemed ₹20 → Closing Nil
  • Capital Reserve: Opening ₹8; + Profit on deb cancellation ₹0.2 → Closing ₹8.2
  • Revenue Reserve: Opening ₹50; − Trf to CRR (Pref) ₹20; − Trf to CRR (Equity BB) ₹30 → Closing Nil
  • Securities Premium: Opening ₹60; + Prem on ESOP ₹10; − Prem on Pref Redemption ₹2; − Prem on BB ₹60 → Closing ₹8
  • CRR: Opening Nil; + Trf from RR (Pref) ₹20; + Trf from RR (Equity) ₹30 → Closing ₹50

Note that Securities Premium was used for both pref redemption (₹2) and BB premium (₹60). Total consumed = ₹62, funded from ₹70 available (₹60 opening + ₹10 ESOP). Closing Sec Prem = ₹8.

### Example 2

Showing CRR Build-Up from Two Sources

CRR Closing = Transfer for Pref Redemption + Transfer for Equity BB = ₹20 + ₹30 = ₹50

Both transfers come from Revenue Reserve (General Reserve) in this example. If GR were insufficient, P&L would be used. Securities Premium and Capital Reserve cannot fund CRR.

⚠️ Common exam mistakes

  • Using Securities Premium for BB premium before deducting premium on preference redemption — the pref redemption premium has first claim on Sec Prem.
  • Showing CRR as a deduction in the Reserves note instead of an addition — CRR is always created (credited) from other reserves, so it appears as an addition.
  • Crediting profit on cancellation of debentures to Revenue Reserve or P&L instead of Capital Reserve.
  • Forgetting to show ESOP-related movements (share capital addition + Securities Premium addition) in the Notes when ESOP and buyback occur in the same year.
  • Net-presenting share capital (showing only closing balance) instead of showing opening + ESOP + buyback separately — the exam expects full movement disclosure.
Bare-Act text Section 69(1) · Companies Act, 2013 · click to expand
Where a company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to the Capital Redemption Reserve Account and details of such transfer shall be disclosed in the balance sheet.
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