A PROJECT ON

AUDIT OF SHARE CAPITAL OF COMPANY

MASTER OF COMMERCE PART II ( SEMESTER-IV )

2016 -2017

SUBMITTED BY

Miss. VANITA MAKWANA

PROJECT GUIDE

Prof. MAZHAR THAKUR

Subject: ADVANCED AUDITING

SHANKAR NARAYAN COLLEGE OF ART& COMMERCE

BHAYANDAR (EAST), THANE 401105

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 DECLARATION

I ,Miss. VANITA MAKWANA student of M.COM in Advanced Auditing

Part II (Semester-IV ) Roll No.24 of Shankar Narayan College Of Art &
Commerce, Bhayandar (East) hereby declared that I have completed this project
on AUDIT OF SHARE CAPITAL OF COMPANY in the academic year
2016 -2017 .

I declared that the project report is my original work and it has not been
submitted by me in part or full to any other university/institution/statutory body for
the award of any degree/diploma/certificate.

Name of Candidate : Miss. VANITA MAKWANA Sign:

Place: Bhayander Date:

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This is to certify that Miss.Vanita Makwana has completed the project titled

AUDIT OF SHARE CAPITAL OF COMPANY under the guidance of Prof.

MAZHAR THAKUR in practical fulfillment of the requirement for the award of

Master of Commerce Part - II studies for academic period 2016-2017 .

INTERNAL PROJECT GUIDE PRINCIPAL

Prof. Dr. V.N. Yadav

EXTERNAL GUIDE CO-ORDINATOR

Mr. Ajit N. Jadhav
Date
PLACE : BHAYANDER

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 ACKNOWLEDGEMENT
It gives me immense pleasure to thank the people who have guided me
throughout my project. I am not sure I will ever be able to repay for all
their invaluable support, time and guidance.
I would like to acknowledge Prof. MAZHAR THAKUR who
found me worthy enough to be a part of this immensely challenging and
interesting project. They have supported and guided me in every way
possible during this project without them the project would have
remained a pipe dream.
I would also like to express my sincere gratitude towards
Prof. MAZHAR THAKUR for this support and guidance.
I thank you all!!!!

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 INDEX
SR. TITLE PAGE NO. SIGN.
NO.

1. INTRODUCTION OF AUDITING 6-7

2. FEATURES OF AN AUDITOR 7-8

3. ADVANTAGES & DISADVANTAGES OF AN 8-10

AUDITOR

4. POWER RIGHTS & DUTIES OF AUDITOR 10-15

5 AUDIT OF SHARE CAPITAL OF A COMPANY 16-26

6. CASE STUDY 27-28

7. CONCLUSION 29

8. BIBLIOGRAPHY 30

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INTRODUCTION OF AUDITING:

Accountants and auditors both play a significant role in the general preparation
and examination of a corporation?s, business?, and/or individual?s financial
records.
These professions work to ensure the accuracy of financial records and taxes. In
addition, accountants and auditors assess financial operations and offer
consultation
and advice on the ways in which financial transactions may run at a higher level of
efficiency.

The services and responsibilities of accountants and auditors are often

intertwined, yet both fields are unique and distinct from one another. Specifically
defined, accounting is the process of identifying, measuring, and communicating
economic information for a variety of audiences. Accountants provide a company
with reliable and comprehensive information about the company?s economic
activities
and the status of its assets and liabilities.

This information is typically compiled in the forms of balance sheets, income

statements, and equity statements. The services of accountants enable clients to
understand key concepts such as financial stability and economic profitability.

Auditing refers to an independent appraisal performed by an auditing expert.

There are several types of audits; however, the most common type is the audit of
financial statements. Audit of financial statements requires the examination of the
financial statements and other relevant records of the company in order to ascertain
whether or not the statements are fairly presented.

The duties of auditors include the analysis and comparison of accounting reports
as well as the verification of a company?s compliance with standards and
regulations.

Auditors

External:-An external audit program requires an independent auditor to perform a

comprehensive financial statement audit which offers information on internal
controls over financial reporting. External auditors review accounting, payroll, and
purchasing records. Common areas of concern for external auditors involve the
classification and pay of a company?s employees. In some instances, external

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auditors are called in to perform a thorough investigation of a company whose
shareholders doubt the accuracy or legitimacy of a company?s financial claims.

Internal:-Internal Auditors check for any mismanagement of an organization?s

funds. The primary role of Internal Auditors is to objectively review and evaluate
financial activities in order to maintain or improve the efficiency and effectiveness
of a company?s risk management, internal controls, and corporate governance.
Internal Auditors evaluate the effectiveness of accounting operations, determine
whether a company complies with laws and regulations, and investigates whether
or not a company is taking the proper steps to address control deficiencies and
audit report recommendations.

FEATURES OF AN AUDITOR:

The term "audit" refers to actions that can be either internal or external in nature.
The internal auditing function of a business is performed by an internal auditor to
determine conformity in record keeping and operations with predetermined
standards, such as inventory valuation, appropriate issuance of transportation
contracts, etc. While this is an important function for cooperative businesses, in
this article, we are concerned with the external audit function.

The audit consists of:

1. A review of the balance sheet, income statement and statement of cash flows
2. A review of the underlying documents supporting the information given in
these financial statements
3. Verification of accounts receivable and payable balances with cooperative
customers
4. A review of inventory quality, quantity, valuation, records and procedures
5. Verifying the existence of recorded securities
6. Reviewing justification for judgment decisions and estimates
7. Sampling accounting records

Reviewing minutes of the board of directors' meetings for policy changes and
instructions to management . Recommendations from other cooperatives in the
region should be helpful in the selection process.

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Some characteristics of auditors that should be considered when making a selection
include:

Professional competence
Ability to maintain independence and a high degree of integrity
Understanding of cooperative law, philosophy and methods
Familiarity with cooperative accounting practices and the industry in which
the cooperative operates
Ability to develop and conduct an efficient audit program
Ability to communicate with the board and management
Ability to provide competent suggestions for improving financial accounting
practices
Understanding the responsibility of their reporting directly to the board
Willingness to correct any oversights occurring during the audit program

ADVANTAGES OF AN AUDITOR:
It is compulsory for all the organizations registered under the companies act must
be audited. There are advantages in auditing the accounts even when there is no
legal obligation for doing so. Some of the advantages are listed below:

1. Audited accounts are readily accepted in Government authorities like income

Tax Dept., Sales Tax dept., Land Revenue departments, banks etc.

2. By auditing the accounts Errors and frauds can be detected and rectified in time.

3. Audited accounts carry greater authority than the accounts which have not been
audited.

4. For obtaining loan from financial institutions like Banks, LIC, HUDCO, HDFC,
IFCI etc., previous years audited accounts evaluated for determining the capability
of returning the loan.

5. Regular audit of account create fear among the employees in the accounts
department and exercise a great moral influence on clients staff thereby restraining

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them from commit frauds and errors.

6. Audited accounts facilitate settlement of claims on the retirement/death of a

partner.

7. In the event of loss of property by fire or on happening of the event insured

against, Audited accounts help in the early settlement of claims from the insurance
company.

8. In case of joint Stock Company where ownership is separated from

management, audit of accounts ensure the shareholders that accounts have been
properly maintained, funds are utilized for the right purpose and the management
have not taken any undue advantage of their position.

9. To determine the value of the business in the event of purchase or sales of the
business, audited account will be the treated as the base for the evaluation.

10. The audit of accounts by a qualified auditor also help the management to
understand the financial position of the business and also it will help the
management to take decision on various matters like report in internal control
system of the organization or setting up of an internal audit department etc.

11. If the accounts have been audited by an independent person, disputes between
the management and labor unions on payment of bonus and higher wages can be
settled amicably.

12. In the event of admission of a new partner, audited accounts will facilitate the
formation of terms and conditions for joining the new partner. Last 3 years audited
accounts and balance sheet will give a general idea about the growth and financial
position of the business to the new partner.

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DISADVANTAGES OF AN AUDITOR:
1. Frauds by management
Auditing fails to check planned frauds. The management can play tricks to
manipulate the accounts in order to conceal their inefficiencies. The audited
accounts could not show the true view.
2. Wrong certificate
Auditing is based on many certificates taken from management and other persons.
Auditing may fail to provide the desired results. When certificates provides wrong
information.
3. Misleading clarification: Auditing fails to disclose correct information. The
management may not provide correct clarification. The auditor is bound to present
his report even of the clarification is not true.
4. No true picture: The auditing does not present true picture. Auditing fails to
disclose true picture when figures have been manipulated.
5. No correct view: Auditing fails to present correct view. There are limitations of
accounting so figures are not facts. These figures are based on opinion. Thus
auditing is unable to disclose correct view.
6. No suggestion: Auditing is not concerned with the management policies. The
auditor cannot guide management for better use of capital. He is unable to suggest
what should have been done.
7. Absence of honesty: Honesty and independence are highly essential traits. The
auditor must certify what is true. The absence of honesty and independence means
failure of audit purpose.
8. Bias of auditor: The auditing fails to present fair view due to bias of an auditor.
It is the quality of an auditor that he should be independent. The bias auditing fails
to help many people.
9. High cost: The audit work is completed without cost. The cost of audit should
not exceed of errors and frauds. Auditing fails to serve million of business entities.
10. Past action: Auditing is nothing more than checking of past activities. It is not
concerned with present or future. The audit fees increase the cost of business. Such
cost does not help to improve market standing of enterprises.

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POWER RIGHTS, DUTIES OF AUDITORS:

POWER AND DUTIES OF AUDITORS AND ACCOUNTING STANDARD

(Section 143):

Every auditor has certain duties to perform and has power to perform these duties.

Right to access (Sub Section 1):

Every auditor of a company shall have right to access at all time to book of
accounts and vouchers of the company. The Auditor shall be entitled to require
from officers of the company such information and explanation as he may consider
necessary for performance of his duties.

There is an inclusive list of matter for which auditor shall seek information and
explanation. This list helps auditor to take special care on serious issues. The list
includes issues related to:

(a) Proper security for Loan and advances,

(b) Transaction by book entries

(c) Sale of assets in securities in loss

(d) Loan and advances made shown as deposits,

(e) Personal expenses charged to revenue account

(f) Case received for share allotted for cash

The auditor of holding company also has same rights.

Auditors Report (Sub Sections 2, 3 and 4) :

The auditor shall make a report to the members of the company on accounts
examined by him on every financial statements and report financial statement give
a true and fair view of the state of the companys affairs at the end of its financial
year and profit or loss and cash flow for the year and such other matters.

The auditor report shall also state:

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(a) Whether he has sought and obtained all the necessary information and
explanations,

(b) Whether proper books of account have been kept,

(c) Whether the report from branch auditor was sent to him and the manner he
dealt with it,

(d) Whether companys balance sheet and profit and loss account are in agreement
with books of accounts and returns,

(e) Whether financial statements comply with accounting standards,

(f) The observations or comments on financial transactions or matters which

have any adverse effect

(g) Whether any directors is disqualified from being appointed as director under
section 164(2),

(h) Any qualification, reservation or adverse remark

(i) Whether company has effective internal control system and operative
effectiveness, and

(j) Such other matters.

The report shall state the reason for answers in negative and with qualification.

Audit report of Government Company (Sub Section 5, 6 and 7):

The audit report of auditors of government shall submit a copy of the audit report
to the Comptroller and Auditor General of India which among other things
include the directions issued by the Comptroller and Auditor General of India,
the action taken thereon and its impact on the accounts and financial statement of
the company.

The Comptroller and Audit General of India shall within sixty days of receipt of
the report have right to (a) conduct a supplementary audit and (b) comment upon
or supplement such audit report.

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The Comptroller and Audit General of India may cause test audit to be conducted
of the accounts of such company.

Branch Audit (Sub section 8):

Where a company has a branch office, the accounts of that office shall be audited
either by the auditor appointed for the company (herein referred to as the
companys auditor), or by any other person qualified for appointment as an auditor
of the company, or where the branch office is situated in a country outside India,
the accounts of the branch office shall be audited either by the companys auditor
or by an accountant or by any other person duly qualified to act as an auditor of the
accounts of the branch office in accordance with the laws of that country.

The branch auditor shall prepare a report on the accounts of the branch examined
by him and send it to the auditor of the company who shall deal with it in his report
in such manner as he considers necessary.

Account Standards (Sub Section 9, 10 and 11):

Every auditor shall comply with the auditing standards. The Central Government
shall notify these standards in consultation with National Financial reporting
Authority. The government may also notify that auditors report shall include a
statement on such matters as notified.

Fraud Reporting (Sub Section 12, 13, 14 and 15):

if an auditor of a company, in the course of the performance of his duties as

auditor, has reason to believe that an offence involving fraud is being or has been
committed against the company by officers or employees of the company, he shall
immediately report the matter to the Central Government within such time and in
such manner as may be prescribed.

No duty to which an auditor of a company may be subject to shall be regarded as

having been contravened by reason of his reporting the matter if it is done in good
faith.

The provisions of this section shall mutatis mutandis apply to

(a) the cost accountant in practice conducting cost audit under section 148; or

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(b) the company secretary in practice conducting secretarial audit under section
204.

AUDITOR TO SIGN AUDIT REPORTS (SECTION 145):

The auditor of the company shall sign the auditors report or sign or certify any
other document of the company and the qualifications, observations or comments
on financial transactions or matters, which have any adverse effect on the
functioning of the company mentioned in the auditors report shall be read before
the company in general meeting and shall be open to inspection by any member of
the company.

AUDITOR IN GENERAL MEETING (Section 146):

All notices of, and other communications relating to, any general meeting shall be
forwarded to the auditor of the company, and the auditor shall, unless otherwise
exempted by the company, attend either by himself or through his authorised
representative, who shall also be qualified to be an auditor, any general meeting
and shall have right to be heard at such meeting on any part of the business which
concerns him as the auditor.

PUNISHMENT FOR CONTRAVENTIONS (Section 147):

If an auditor of a company contravenes any of the provisions of section 139,

section 143, section 144 or section 145, the auditor shall be punishable with fine
which shall not be less than twenty-five thousand rupees but which may extend to
five lakh rupees.

Where an auditor has been convicted under sub-section (2), he shall be liable to

(i) refund the remuneration received by him to the company; and

(ii) pay for damages to the company, statutory bodies or authorities or to any other
persons for loss arising out of incorrect or misleading statements of particulars
made in his audit report.

Where, in case of audit of a company being conducted by an audit firm, it is

proved that the partner or partners of the audit firm has or have acted in a
fraudulent manner or abetted or colluded in any fraud by, or in relation to or by,
the company or its directors or officers, the liability, whether civil or criminal as
provided in this Act or in any other law for the time being in force, for such act

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shall be of the partner or partners concerned of the audit firm and of the firm
jointly and severally.

Audit of Share Capital:-

A corporation's share capital (or capital stock in US English) is the portion of a

corporation's equity that has been obtained by the issue of shares in the corporation
to a shareholder, usually for cash.

In a strict accounting sense, share capital is the nominal value of issued shares (that
is, the sum of their par values, as indicated on share certificates). If the allocation
price of shares is greater than their par value, e.g. as in a rights issue, the shares are
said to be sold at a premium (variously called share premium, additional paid-in
capital or paid-in capital in excess of par). Commonly, the share capital is the total
of the aforementioned nominal share capital and the premium share capital.
Conversely, when shares are issued below par, they are said to be issued at a
discount or part-paid.

Sometimes shares are allocated in exchange for non-cash consideration, most

commonly when company A acquires company B for shares. Here the share capital
is increased to the par value of the new shares, and the merger reserve is increased
to the balance of the price of company B.

Besides its meaning in accounting, described above, "share capital" may also
describe the number and types of shares that compose a company's share structure.
For an example of the different meanings: a company might have an "outstanding
share capital" of 500,000 shares (the "structure" usage); it has received for them a
total of 2 million dollars, which in the balance sheet is the "share capital" (the
accounting usage).

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The legal aspects of share capital are mostly dealt with in a jurisdiction's corporate
law system. An example of such an issue is that when a company allocates new
shares, it must do so in a way that does not inequitably dilute existing shareholders
without their agreement.

INTRODUCTION:
The share capital of a company may be increased by issuing new shares (new
issue) or by the company's own funds being transferred from unrestricted equity to
share capital (bonus issue).

A new issue means that the company is supplied with new capital or reduces its
debt. A bonus issue involves, however, only an accounting reposting from
unrestricted equity into share capital, and will not supply fresh capital to the
company or reduce its debt.

The first step in increasing the share capital is for the board to submit a proposal to
the general meeting that the capital be increased by a certain amount, and also
relevant changes in the articles of association. When the board proposes to increase
the capital of a limited company, it must, at the same time, specify whether it
proposes to raise the money by transferring funds, by converting debt or by
requesting further shareholder contributions. Additional share capital can be
contributed in cash or in the form of other assets. The board must also decide
whether to issue new shares or increase the nominal value of existing shares.

The decision regarding share capital increase is made by the General assembly. As
a minimum, a resolution to increase the company's share capital must always state
the amount by which the share capital is to be increased, or specify upper and
lower limits for such an increase, the nominal value of the shares, the amount to be
paid for each share and who is entitled to subscribe for the new shares. In addition,
it must specify, among others information about the subscription deadline,
settlement, dividend right and expenses.

The amount of share capital and the breakdown of nominal value of shares are
always set out in the company's articles of association. Hence, a capital increase
can only be decided by the General assembly amending the articles of association.

If the capital increase takes the form of a bonus issue, the resolution must, as a
minimum, state the amount by which the share capital is to be increased and
whether the increase shall take place through raising the nominal value or through

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issuing new shares.

If it is to be possible to settle the share capital contribution by offsetting (debt

conversion) or using other non-cash assets, a special statement shall be prepared in
this connection. The statement shall be signed by the whole board and confirmed
by the auditor. The timing of the valuation can be no earlier than four weeks prior
to the general assemblys resolution.

The Register of Business Enterprises must be notified of the capital increase

within three months after the final date for subscription, or the resolution will
lapse. The notification must include the share capital amount. This deadline does
not apply if the capital increase was achieved through a bonus issue. Notification
of the capital increase shall be submitted using the Coordinated Register
Notification form in Altinn. Remember to state the date of the current articles of
association (the date on which the general meeting resolved to increase the capital),
and remember that the notification must be signed by the person(s) entitled to sign
on behalf of the company. The share capital is considered increased by the notified
amount specified in the notification when the capital increase is registered in the
Register of Business Enterprises.

The following shall be enclosed with the notification:

A copy/printout of the minutes of the general meeting showing the

resolution regarding share capital increase and amendment of articles.
Updated articles of association.
An auditor's declaration or declaration from a bank or other financial
institution confirming that the capital has been paid up (original document).
If applicable, a description of non-cash contributions or conversion of debt
signed by the whole board and confirmed by the auditor.

Types of Share Capital:-

Share capital refers to the funds a company receives from selling ownership shares
to the public. A company that issues 1,000 shares of stock at $50 per share receives
$50,000 in share capital. Even if the value of the shares increases or decreases, the
value of the share capital remains as what the company received from the initial
sale, or $50,000. Common stock and preferred stock are the two types of share
capital.

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Companies that issue ownership shares in exchange for capital are called joint
stock companies. A joint stock company can be a corporation, which is a separate
legal entity from any person involved with the company, or a limited liability
company, which protects shareholders by limiting their risk to the amount invested
in the company.

Joint stock companies raise share capital by selling ownership shares to the general
public. The most common type of ownership share in a company is common stock.
The company's memorandum of association defines the characteristics of its
common stock, such as:

Shareholders are allowed to form a board of directors and vote on company

decisions.
Shareholders may vote to determine a course of action in the event of a hostile
takeover.
If the company is liquidated, holders of common stock are entitled to their share
of company assets if there is money left after the company pays its creditors and
preferred stock holders.

Companies also procure share capital from selling preferred stock. Like common
stock, this type of stock also allows members of the public to take ownership of a
company. However, preferred stock confers different benefits. Owners of preferred
stock typically cannot vote on company decisions or elect board members.
However, they have a higher claim than common stock owners on company assets.
They also receive fixed cash payments, known as dividends, at regular intervals.

A preferred stock pays a cash dividend to shareholders. Its amount, known as the
dividend yield, is expressed as a percentage of share value. For example, a
preferred stock with a 3% dividend yield that trades for $100 pays a shareholder $3
for every share he owns. This money is paid while he owns the stock, in addition to
the proceeds he receives when he sells it.

If a company is forced to declare bankruptcy or liquidate its assets, preferred stock

owners receive their share of company assets before common stockholders.
Additionally, no dividends may be paid to common stockholders until all preferred
stockholders have received their agreed-upon dividend.

Selling stock and receiving share capital in return is known as equity financing.
This type of financing is a popular alternative to debt financing, in which
companies obtain capital by seeking loans that must be paid back with interest.

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Those who provide share capital to a company do not receive repayment with
interest on a fixed schedule. Instead, they share in the company's profits (and
losses) when they own company stock.

What is 'Share Capital':-

Share capital consists of all funds raised by a company in exchange for shares of
either common or preferred shares of stock. The amount of share capital or equity
financing a company has can change over time. A company that wishes to raise
more equity can obtain authorization to issue and sell additional shares, thereby
increasing its share capital.

BREAKING DOWN 'Share Capital':

The amount of share capital a company reports on its balance sheet only accounts
for the total amount initial paid by shareholders. If those shareholders later resell
their shares on the secondary market, any difference between the initial and
subsequent sales prices does not impact the company's share capital.

The term "share capital" is often used to mean slightly different things, depending
on the context. When discussing the amount of money a company can legally raise
through the sale of stock, there are actually several categories of share capital.
Accountants have a much narrower definition.

Authorized, Issued and Paid Share Capital:

Before a company can raise equity capital, it must obtain permission to execute the
sale of stock. The company must specify the total amount of equity it wants to
raise and the base value of its shares, called the par value. The total par value of all
the shares a company is permitted to sell is called its authorized share capital.
While a company may elect not to sell all its shares of stock during its initial public
offering (IPO), it cannot generate more than its authorized amount. If a company
obtains authorization to raise $5 million and its stock has a par value of $1, for
example, it may issue and sell up to 5 million shares of stock.

The total value of the shares the company elects to sell is called its issued share
capital. Not all these shares may sell right away, and the par value of the issued
capital cannot exceed the value of the authorized capital. The total par value of the

19
shares that the company sells is called its paid share capital. This is what most
people refer to when speaking about share capital.

Share Capital in Accounting:

The technical accounting definition of share capital is the par value of all equity
securities either common or preferred stock sold to shareholders. Lay people,
however, often include the price of the stock above par value in the calculation of
share capital. The par value of stock is typically $1 or less, so the difference
between the par and sale price of stock, called the share premium, may be
considerable, but oy is not technically included in share capital or capped by
authorized capital limits.

Assume company ABC issues and sells 1,000 shares. Each share has a par value of
$1 but sells for $25. The company accountant logs $1,000 raised as paid share
capital and the remaining $24,000, attributed to share premium, as additional paid
in capital.

Subscribed Share Capital:

When a company prepares to "go public" by issuing stock for the first time,
investors can submit an application expressing their desire to participate.
Subscribed share capital refers to the monetary value of all the shares for which
investors have expressed an interest.

Called-Up Vs. Paid-Up Share Capital:

Depending on the business and applicable regulations, companies may issue stock
to investors with the understanding the investors will pay at a later date. Any funds
due for shares issued but not fully paid for are called-up share capital. Any funds
remitted for shares are considered paid-up capital.

BREAKING DOWN 'Authorized Share Capital':

Depending on the jurisdiction, authorized share capital is sometimes also called
"authorized stock," "authorized shares" or "authorized capital stock." In order to be
fully understood, authorized share capital must be viewed in a context where it
relates to paid-up capital, subscribed capital and issued capital. While all these
terms are interrelated, they are not synonyms.

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Breakdown of a Company's Capital:
Authorized share capital is the broadest term used to describe a company's capital.
It comprises every single share of every category that the company could issue if it
needed or wanted to. Next, subscribed capital represents a portion of the authorized
capital that potential shareholders have agreed to purchase from the company's
treasury. Paid-up capital is the portion of the subscribed capital for which the
company has received payment from the subscribers. Finally, issued capital is the
shares that have actually been issued by the company to the shareholders.

Authorised capital:
The authorised capital of a company (sometimes referred to as the authorised
share capital, registered capital or nominal capital, particularly in the United
States) is the maximum amount of share capital that the company is authorised by
its constitutional documents to issue (allocate) to shareholders. Part of the
authorised capital can (and frequently does) remain unissued. The authorised
capital can be changed with shareholders' approval. The part of the authorised
capital which has been issued to shareholders is referred to as the issued share
capital of the company.

The device of the authorised capital is used to limit or control the ability of the
directors to issue or allot new shares, which may have consequences in the control
of a company or otherwise alter the balance of control between shareholders. Such
an issue of shares to new shareholders may also shift the profit distribution
balance, for example if new shares are issued at face value and not at market value.

The requirement for a company to have a set authorised capital was abolished in
Australia in 2001, and in the United Kingdom, it was abolished under the
Companies Act 2006.

Issued shares:
Issued shares is a term of law and finance for the number of shares of a
corporation which have been allocated (allotted) and are subsequently held by
shareholders. The act of creating new issued shares is called issuance, allocation or
allotment. Allotment is simply the creation of shares and their transfer to a

21
subscriber. After allotment, a subscriber becomes a shareholder, though usually
that also requires formal entry in the members register.

The number of shares that can be issued is limited to the total authorized shares.
Issued shares are those shares which the board of directors and/or shareholders
have agreed to allocate. Issued shares are the sum of outstanding shares held by
shareholders; and treasury shares are shares which had been issued but have been
repurchased by the corporation, and which generally have no voting rights or rights
to dividends.

The issued shares of a corporation form the equity capital of the corporation, and
some corporations are required by law to have a minimum value of equity capital,
while others may not need any or just a nominal number. The value of the issued
shares are determined at the time they are issued and the value does not change, in
relation to the issuing corporation after that time.

Shares are most commonly issued fully paid, in which case the liability of the
shareholders is limited to the amount paid on the shares; but they may also be
issued partly paid, with unlimited liability, subject to guarantee, or some other
form.

Shares outstanding:
Shares outstanding are all the shares of a corporation or financial asset that have
been authorized, issued and purchased by investors and are held by them. They
have rights and represent ownership in the corporation by the person who holds the
shares. They are distinguished from treasury shares, which are shares held by the
corporation itself and have no exercisable rights. Shares outstanding plus treasury
shares together amount to the number of issued shares.

Shares outstanding can be calculated as either basic or fully diluted. The basic
count is the current number of shares. Dividend distributions and voting in the
general meeting of shareholders are calculated according to this number. The fully
diluted shares outstanding count, on the other hand, includes diluting securities,
such as warrants, capital notes or convertibles. If the company has any diluting
securities, this indicates the potential future increased number of shares
outstanding.

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Finding the number of shares outstanding:
The number of outstanding shares may change due to changes in the number of
issued shares as well as the change in treasury shares. Both can occur at any time
of the year. There are several useful public sources to find the number of shares
outstanding of a given corporation.

Public traded companies' investor relations:

The financial reporting obligation of the public traded company also ensures the
publication of issued and outstanding shares. The reports are usually available in
the investor relations section of the company's website. Web directories are
supporting direct access to company websites. Public traded companies bundles the
reports normally in the investor relations section, e.g. Deutsche Bank AG, Eni
S.p.a., Anheuser Busch InBev SA, EDP - Energias do Brasil SA or Accor SA.

Authorized information service:

In many countries there is an information service authorized or provided by the

local financial authority which gives access to companies' financial reporting. In
the United States the number of shares outstanding may be obtained from quarterly
filings with the U.S. Securities and Exchange Commission. Quarterly filings are
accessible using the US EDGAR. In Germany those figures are available using the
German company register, the central platform for storage of company data. In the
Netherlands the Netherlands Authority for the Financial Markets (AFM) provides
on its website a register of issued capital. In Italy, the Commissione Nazionale per
le Societ e la Borsa (CONSOB) provides on its website a register of issuers with
latest total shares.

Local stock exchanges:

Since outstanding shares are an essential detail of public traded companies the
number can be found on the local stock exchange websites. Beyond stock charts
and lasted prices they in almost always also provide the companies' number of
outstanding shares. Examples include the Brazilian BM&FBOVESPA,the Swiss
SIX, the Borsa Italiana and the Tel Aviv Stock Exchange (where shares
outstanding are termed "Capital Listed for Trading").

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Treasury stock:
A treasury stock or reacquired stock is stock which is also bought back by the
issuing company, reducing the amount of outstanding stock on the open market
("open market" including insiders' holdings).

Stock repurchases are used as a tax efficient method to put cash into shareholders'
hands, rather than paying dividends, in jurisdictions that treat capital gains more
favorably. Sometimes, companies do it when they feel that their stock is
undervalued on the open market. Other times, companies do it to reduce dilution
from incentive compensation plans for employees. Another motive for stock
repurchase is to protect the company against a takeover threat.

The United Kingdom equivalent of treasury stock as used in the United States is
treasury share. Treasury stocks in the UK refers to government bonds or gilts

Limitations of treasury stock:

Treasury stock is not entitled to receive a dividend
Treasury stock has no voting rights
Total treasury stock can not exceed the maximum proportion of total
capitalization specified by law in the relevant country

When shares are repurchased, they may either be canceled or held for reissue. If
not canceled, such shares are referred to as treasury shares. Technically, a
repurchased share is a company's own share that has been bought back after having
been issued and fully paid.

A company cannot own itself. The possession of treasury shares does not give the
company the right to vote, to exercise preemptive rights as a shareholder, to
receive cash dividends, or to receive assets on company liquidation. Treasury
shares are essentially the same as unissued capital and no one advocates classifying
unissued share capital as an asset on the balance sheet, as an asset should have
probable future economic benefits. Treasury shares simply reduce ordinary share
capital.

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Buying back shares
Benefits:

In an efficient market, a company buying back its stock should have no effect on
its price per share valuation.[citation needed] If the market fairly prices a company's
shares at $50/share, and the company buys back 100 shares for $5,000, it now has
$5,000 less cash but there are 100 fewer shares outstanding; the net effect should
be that the underlying value of each share is unchanged. Additionally, buying back
shares will improve price/earnings ratios due to the reduced number of shares (and
unchanged earnings) and improve earnings per share ratios due to fewer shares
outstanding (and unchanged earnings).

If the market is not efficient, the company's shares may be underpriced. In that case
a company can benefit its other shareholders by buying back shares. If a company's
shares are overpriced, then a company is actually hurting its remaining
shareholders by buying back stock.

Incentives

One other reason for a company to buy back its own stock is to reward holders of
stock options. Call option holders are hurt by dividend payments, since, typically,
they are not eligible to receive them. A share buyback program may increase the
value of remaining shares (if the buyback is executed when shares are under-
priced); if so, call option holders benefit. A dividend payment short term always
decreases the value of shares after the payment, so, for stocks with regularly
scheduled dividends, on the day shares go ex-dividend, call option holders always
lose whereas put option holders benefit. This does not apply to unscheduled
(special) dividends since the strike prices of options are typically adjusted to reflect
the amount of the special dividend. Finally, if the sellers into a corporate buyback
are actually the call option holders themselves, they may directly benefit from
temporary unrealistically favorable pricing.

After buyback

The company can either retire (cancel) the shares (however, retired shares are not
listed as treasury stock on the company's financial statements) or hold the shares
for later resale. Buying back stock reduces the number of outstanding shares.

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Accompanying the decrease in the number of shares outstanding is a reduction in
company assets, in particular, cash assets, which are used to buy back shares.

Accounting for treasury stock

On the balance sheet, treasury stock is listed under shareholders' equity as a
negative number. The accounts may be called "Treasury stock" or "equity
reduction".

One way of accounting for treasury stock is with the cost method. In this method,
the paid-in capital account is reduced in the balance sheet when the treasury stock
is bought. When the treasury stock is sold back on the open market, the paid-in
capital is either debited or credited if it is sold for less or more than the initial cost
respectively.

Another common way for accounting for treasury stock is the par value method. In
the par value method, when the stock is purchased back from the market, the books
will reflect the action as a retirement of the shares. Therefore, common stock is
debited and treasury stock is credited. However, when the treasury stock is resold
back to the market the entry in the books will be the same as the cost method.

In either method, any transaction involving treasury stock cannot increase the
amount of retained earnings. If the treasury stock is sold for more than cost, then
the paid-in capital treasury stock is the account that is increased, not retained
earnings. In auditing financial statements, it is a common practice to check for this
error to detect possible attempts to "cook the books."

SPECIAL POINTS IN AUDIT OF SHARE CAPITAL

In case of share capital issued by the company following points merit consideration
of the auditor
Auditor should check the minutes of the meeting of the board of directors to
check the authorization of the terms of the terms of the issue of share capital.

Auditor should test check the share application forms and vouches their respective
entries in the cashbook. It should be checked that the legal

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Case study:
An equipment manufacturing company based in Nanjings New High Tech Zone
(Company D) is a leading enterprise within its industry, with a registered capital of
RMB 30.3679 million. It obtained high tech enterprise status in 2015, and before
entering the market, had a sales income of RMB 60 million. Its shares are
distributed between Ms. Wang, a natural person, who holds 6.55 percent, and a
limited responsibility company, hereafter Company A, which holds 93.45
percent.

In May 2015, Ms. Wang transferred her total shares of Company D to Mr. Li, also
a natural person, with a transfer value of RMB 2.09 million. Ms. Wang was
represented by Company Ds financial manager at the High Tech Zones local tax
bureau to declare IIT, and her original capital total was RMB 1,990,465.19. The
tax declaration calculation is as follows:

Stamp duty: 2,090,000 x 5 10,000= RMB 1,045.

Individual income tax (IIT): (2,090,000 1,990,465.19 1,045) x 20% = RMB

19,697.96.

The local tax bureau made a due audit of Company D, and discovered that
according to the provided financial reports, as of May 31, 2016, its total net assets
stood at RMB 50,331,939. Ms. Wangs corresponding share was RMB 3,296,742
(50,331,939 x 6.55%). Under Article 12 of the State Administration of
Taxations Administrative Measures on Individual Income Tax on Income Derived
from Equity Transfer (hereby referred to as the Measures), which requires that the
declared income derived from equity transfer is less than the net assets
corresponding to the equity, the equity transfer was clearly
undervalued. Therefore, the local tax bureau modified the income derived from the
transfer according to Company Ds present net assets of RMB 3,296,742. Thus,
Ms. Wang was obliged to pay an IIT of RMB 261,046.4 ((3,296,742
1,990,465.19 1,045) x 20%). Ms. Wang had no objection, and was willing to
comply with the appraisal and ratification of the tax department and the amount of
tax returns suggested. Proceedings appeared to be going smoothly, until tax

27
officers took issue with Company Ds financial information from the previous
three years.

When Company D was established in 1991, its registered capital stood at

US$757,700, with Ms. Wangs original share at 40.89 percent, and Company As
share at 59.11 percent. The tax bureau discovered that in March 2015, Company A
injected RMB 25.5 million in capital into Company D, and when the capital
injection was finalized, its registered capital stood at RMB 30,367,800, of which
Ms. Wangs share was 6.55 percent, and Company As share was 93.45 percent.
The tax bureau took issues with the following:

Key takeaways

In the event of a shareholders capital increase, the portion of other shareholders

assets will be diluted. This may mean that the shareholders of the diluted shares, in
fact, transfer equity value to shareholders who conduct the capital increase. Such
transfer of value may not be subject to capital gains tax regarding the capital
increase and the subsequent share dilution, but it will have an impact on future
transfer of shares as the cost base of capital gains taxes. The case study explored in
this article shows that it is important for entities conducting equity transfer during
the M&A process to fully consider issues, such as base registered capital and
capital increase when declaring tax.

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 CONCLUSION
With the present competitive environment in India arising due to globalization
and multi-nationals entering into the Indian market; it was felt that Indian
companies need flexibility. Though the response to buy-back option was
lukewarm in the beginning, the situation is changing and the provisions for buy-
back have received laudable response from the corporate world. Since the
approval of buy-back of shares by companies, there has been commendable
shoot up in the instances of buy-back. However, the present regulations leave
wide scope for misuse. More specifically, it is found that the present regulations do
not ensure the much desired transparency in the case of open market method of
buybacks. In such buybacks, a company in public announcement declares the date
of opening of the offer and the end date, the maximum total amount to be
bought back and the maximum offer price per share during the process of buy-
back. However, indicating the maximum price alone does not bring about the
needed transparency in the system and leaves much room for price manipula
tion by the company promoters.
A share will command premium only when the market is more confident.
Phase-wise analysis showed that the dampening of the share markets due to
technology meltdown; revival of the market due of private foreign capital flows
to emerging market economies in an environment of liberalization, flexible
exchange rates and strong economic growth, commonly known as bull-run
period; the bear-phase due to global subprime crisis and the revival stage due to
economic policies of the government played an important role in thevaluation
of shares in the market and companies to a large extent were aff
ected by these 164 global events. Also share prices also depend on various
fundamentals, capital markets and global factors affecting the company

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 BIBLIOGRAPHY
The word "processed" describes informally reproduced works that may not be
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Acharya, Sarthi, and Niru Acharya. 1995. "Access and Returns to Education:
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Bureau, Ministry of Human Resources Development/Department of Education,
New Delhi. Processed.

Aggarwal, J. C. 1996. Human Development in India since Independence: Socio-

Economic Profile. New Delhi: Shipra.

Aggarwal, Y. P. 1994. "Baseline Assessment Study." (Various districts in

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Delhi. Processed.

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