ACCOUNTS OF UNDERWRITING COMMISSION:
1. INTRODUCTIONS:
Incorporation of company involves various kinds of risks, one of which is that the shares issued may not be subscribed to the desired level. To overcome this particular risk there has emerged a specialized group of risk – redeemer for finance raising for business concerns. They are called underwriters. The incorporation of company may be cancelled if a certain minimum number of shares are not subscribed for by the public. At the time of issue of shares or debenture, the company may have a fear of under subscription i.e. the public may not take up the shares of the company to the statutory required level (which is 90% of the volume issued in India’s case at present). The function of the underwriters is to arrange subscription of issued shares to the required statutory minimum. Therefore, underwriting is the application of the principle of insurance to company formation whereby responsibility is taken or guarantee is given to take up the shares not subscribed for by the investing public. If the whole or a certain portion of the shares or debenture of the company is not applied for by the public, the underwriters themselves apply or convince other to apply for those shares or debentures. The underwriters, as risk-takers, are entitled to get commission at prescribed rates.
It can be easily understand that when the issued shares are likely to be under-subscribed, the underwriters come to the forefront. In other cases they remain in the background, acting as supporter/motivator of sale to the investing public.
2 SUB-UNDERWRITERS:
In order to spread the risk of under-subscription, the principal underwriters may enter into subsidiary agreement with sub-underwriters. Such agreements are made between the underwriters alone, with the company not being a party thereto. As per agreement, the company pays commission at a prescribed rate to the principal underwriters, who in turn, disburse commission to the sub-underwriters. Sometimes an additional commission is paid to the principal underwriters to encourage sub-underwriting. This is known as over-riding commission. The payment of an over-riding commission enables the company to deal with one or two underwriters instead of a number of them.
3. UNDERWRITING COMMISSION:
The consideration payable to the underwriters for underwriting the issue of shares or debentures of a company is called underwriting commission. Such a commission is paid at a specified rate on the issue price of the whole of the shares or debentures underwritten whether or not the underwriters are called upon to take up any shares or debentures. Thus, the underwriters are paid for the risk they bear in the placing of shares before the public. Underwriting commission may be in addition to brokerage.
Section 40 (6) of the Companies Act 2013, provides that a company may pay commission to any person in connection with the subscription or procurement of subscription to its securities, whether absolute or conditional, subject to the following conditions which are prescribed under Companies (Prospectus and Allotment of Securities) Rules, 2014:
(a) The payment of such commission shall be authorized in the company’s articles of association;
(b) The commission may be paid out of proceeds of the issue or the profit of the company or both;
(c) The rate of commission paid or agreed to be paid shall not exceed, in case of shares, five percent (5%) of the price at which the shares are issued or a rate authorized by the articles, whichever is less, and in case of debentures, shall not exceed two and a half per cent (2.5 %) of the price at which the debentures are issued, or as specified in the company’s articles, whichever is less;
(d) The prospectus of the company shall disclose - the name of the underwriters;–the rate and amount of the commission payable to the underwriter; and – the number of securities which is to be underwritten or subscribed by the underwriter absolutely or conditionally.
(e) There shall not be paid commission to any underwriter on securities which are not offered to the public for subscription;
(f) A copy of the contract for the payment of commission is delivered to the Registrar at the time of delivery of the prospectus for registration. Thus, the Underwriting commission is limited to 5% of issue price in case of shares and 2.5% in case of debentures.
The rates of commission given above are maximum rates. The company is free to negotiate lower rates with underwriters.
4. TYPES OF UNDERWRITING:
An underwriting agreement may be of any one of the following types:
4.1 Complete Underwriting:
If the whole of the issue of shares or debentures of a company is underwritten, it is said to be complete underwriting. In such a case, the whole of the issue of shares or debentures may be underwritten by –
(a) One firm or institution, agreeing to take the entire risk;
(b) A number of firms or institutions, each agreeing to take risk only to a limited extent.
4.1 Partial Underwriting:
If only a part of the issue of shares or debentures of a company is underwritten, it is said to be partial underwriting. The part of the issue of shares or debentures may be underwritten by -
(a) One person or institution;
(b) A number of firms or institutions each agreeing to take risk only to a limited extent.
In case of partial underwriting, the company is treated as “Underwriter” for the remaining part of the issue.
4.1 Firm Underwriting:
It refers to a definite commitment by the underwriter or underwriters to take up a specified number of shares or debentures of a company irrespective of the number of shares or debentures subscribed for by the public. In such a case, the underwriters are committed to take up the agreed number of shares or debentures in addition to unsubscribed shares or debentures, if any. Even if the issue is over-subscribed, the underwriters are liable to take up the agreed number of shares of debentures.
5. MARKED AND UNMARKED APPLICATIONS:
When the issue of shares or debentures of a company is underwritten by two or more persons, it is usual that the applications for shares or debentures sent through the underwriters should bear a stamp of the respective underwriters. Otherwise, it would be very difficult for the company to determine how many applications have been received through a particular underwriter and, unless this is determined properly, the company would face a problem in determining the liability of the individual underwriters. Thus, the applications bearing the stamp of the respective underwriters are called “Marked Applications” while the applications received directly by the company which do not bear any stamp of the underwriters are called “Unmarked Applications”. If the entire issue of shares or debentures is underwritten by only one underwriter, the marking of applications is immaterial since he is to get credit of all the applications whether sent through him or received directly in determining his liability. But, the issue of shares or debentures is, generally, underwritten by more than one underwriter as the risk is distributed among the underwriters in an agreed ratio. In such a case, it is essential that the applications sent through the underwriters should be marked properly so as to determine their respective liability correctly.
EXERCISE
Theoretical Questions:
1. Explain the term: Underwriting, Underwriters, and Underwriting Commission
2. What is firm underwriting?
3. State restrictions and conditions placed under companies act on payment of underwriting commission
4. Write a note on type of underwriting.
5. Explain: Marked application and Unmarked application
Practical Questions:
1. SPU Ltd. Issued 75,000 equity shares. The whole of the issue was underwritten as follows:
A – 50; B – 25%; and C - 25%
Applications for 60,000 shares were received in all, out of which applications for 15,0000 shares had the stamp A, those for 7,500 shares that of B, and those for 15,000 shares that of C. The remaining applications for 22,500 shares did not bear any stamp. Determine the liability of underwriters.
2. Shree G. Ltd. issued 25,00,000 equity shares of Rs.10 each at par. The issued was fully underwritten by A – 40%; B – 40% and C – 20%. Applications were received for 24,00,000 equity shares. The marking on the application were as: A – 13,00,000 shares; B – 7,00,000 shares; and C – 2,50,000 shares. Calculate the net liability of underwriters and also write journal entries in the books of the company for above transactions.
3. X Ltd. issued 10,000 equity shares of Rs.10 each. The issued was undertaken as:
X – 30%; Y – 30% and C – 20%. However, the company received applications for 8,000 shares only. Determine the liability of the respective underwriters.
4. M Ltd. has authorized capital of Rs.50,00,000 divided into 1,00,000 equity shares of Rs.50 each. The company issued for subscriptions 50,000 shares at a premium of Rs.10 each.
The entire issue was underwritten as follows:
Name of Underwriters
|
Underwriting
|
Firm Underwriting
|
A
|
30,000 shares
|
5,000 shares
|
B
|
15,000 shares
|
2,000 shares
|
C
|
5,000 shares
|
500 shares
|
Out of the total issue, 45,000 shares including firm underwriting were subscribed.
The following were marked forms
A – 16,000 shares; B – 10,000 shares, C – 4,000 shares
Calculate the liability of each underwriter as follows:
i. If credit for firm underwriting is given
ii. If credit for firm underwriting is not given
5. Geeta Ltd. issued 25,00,000 equity shares of Rs.10 each at par. The issue was underwritten by A B and C as 30%; 30% and 40% respectively. Applications were received 23,00,000 equity shares. The marked applications were A – 3,50,000 shares; B – 4,00,000 shares and C - 13,50,000 shares.
Calculate net liability of underwriters.
6. Janta Ltd. issued 40,000 shares which were underwritten as : A – 24,000 shares; B – 10,000 shares; and C – 6,000 shares. The underwriters made applications for firm underwriting as under:
A – 3,200 shares; B – 1,200 shares; and C – 4,000 shares
The total subscription excluding firm underwriting but including marked application was for 20,000 shares. The marked applications were as: A – 4,000 shares; B – 8,000 shares; and C – 2,000 shares.
Show the allocation of liability of underwriters.
7. Swiss Ltd. issued 40,000 equity shares of Rs.10 each at par. The entire issue was underwritten as follows:
A – 24,000 shares (firm underwriting 3,200 shares); B – 10,000 shares (firm underwriting 4,000 shares), and C – 6,000 shares (firm underwriting 1,200 shares).
The total applications including firm underwriting were for 28,400 shares. Market applications were as under:
A – 7,200 shares; B – 9,000 shares; C – 3,200 shares
The underwriting contract provides that credit for unmarked applications be given to the underwriters in proportion to the shares underwritten.
Determine the liability of each underwriter and the amount of commission payable to them assuming it is maximum allowed by law.
8. X Ltd. was formed with a capital of Rs.10,00,000 in Rs.10 shares, the whole amount being issued to the public. The underwritten of these shares was as follows:
M – 35,000 shares; N – 30,000 shares; O – 20,000 shares; P – 10,000 shares; Q – 3,000 shares and R – 2,000 shares
All the marked application forms were to go in relief of the underwriters whose names they carried. The application forms marked by the underwriters were:
M – 10,000 shares; N – 22,500 shares; O – 20,000 shares; P – 7,500 shares; Q – 5,000 shares and R – Nil
Applications for 20,000 shares were received on forms not marked. Draw up a statement showing the number of shares each underwriter had to take up.
9. Messrs Yesman Ltd. issued 80,000 equity shares of Rs.10 each. From the following information you are required to calculate the liability of underwriters.
Underwriters
|
Underwritten
|
Firm Underwriting
|
Marked Applications
|
X
|
48,000 shares
|
6,400 shares
|
8,000 shares
|
Y
|
20,000 shares
|
8,000 shares
|
10,000 shares
|
A
|
12,000 shares
|
2,400 shares
|
4,000 shares
|
The total application excluding ‘firm’ underwriting but including marked applications were for 40,000 equity shares. The underwriting contracts provide that underwriters be given credit for ‘firm’ applications and that credit for unmarked applications be given in the proportion to the shares underwritten.
10. Plentiful ltd. comes out with a public issue of shares capital on 1-1-2018 of 10,00,000 equity shares of Rs.10 each at a premium of 5%. Rs.2.5 is payable on application on or before 31-1-2018 and Rs.3 on allotment (31-3-2018) including premium.
The issue is underwritten by two underwriters – Seth and Shetty, equally, the commission being 5% of the issue price. Each underwriter underwrites 20,000 shares firm.
Subscription total 9,60,000 shares, the distribution of forms being: Seth: 5,20,000; Shetty: 3,60,000 and unmarked forms 80,000.
One of the allottees (using forms marked with name of Seth) for 2,000 shares, fails to pay the amount due to allotment all other money due being received in full including any due from the shares devolving upon the underwriters. The commission due is paid separately.
The shares of the indifferent allottee are finally forfeited by 30-6-2018 and are re-allotted for payment in cash of Rs.4 per shares. You are required to pass summary journal entries to record the above events and transactions (including cash).
Multiple Choice Questions:
1. Maximum underwriting commission allowed in case of issue of share in companies’ Act 2013 is:
(a) 10% of issue price, (b) 5% of issue price, (c) 2.5% of issue price, (d) 1% of issue price
2. Maximum underwriting commission allowed in case of issue of debenture in companies’ Act 2013 is
(a) 10% of issue price, (b) 5% of issue price, (c) 2.5% of issue price, (d) 1% of issue price
3. Underwriting commission is:
(a) Revenue Expense, (b) Capital Expense, (c) Miscellaneous Expense, (d) Revenue Income
4. Underwriters will get the benefit of unmarked application in the ratio of:
(a) Gross Liability Ratio, (b) Equal Ratio, (c) Marked application ratio, (d) Firm application ratio
5. Underwriting commission is always calculate on:
(a) Face Value, (b) Market Value, (c) Issue Price, (d) Average Value
6. Underwriting commission is always calculate on:
(a) Gross liability taken by the underwriters, (b) Net liability of underwriters, (c) Number of marked application received from underwriters, (d) Share of firm underwriting
7. Which of the following statement is incorrect?
(a) Underwriting commission is paid though issue was fully subscribed.
(b) Underwriting commission is always paid on gross liability.
(c) Underwriting commission is always paid on issue price of security.
(d) Underwriting commission is paid only in case of under subscription of issue.
8. A company issued 10,000 equity share of Rs.10 each at 10% premium. The whole issue was underwritten by Mr. X. Company received application for 8,000 shares. Out of it 7,000 applications have mark of Mr. X. what is the net liability of Mr. X?
(a) 3,000 share, (b) 2,000 shares, (c) 1,000 shares, (d) no liability.
9. A company issued 10,000 equity share of Rs.10 each at 10% premium. The whole issue was underwritten by Mr. X and underwriting commission decided 5% on issue price. Company received application for 9,000 shares. What is the amount of commission payable to Mr. X?
(a) Rs.5,500, (b) Rs. 4,950, (c) Rs.5,000, (d) Rs.4,500
10. Persons who undertake the risk of under subscription is known as:
(a) Underwriters, (b) Promoters, (c) Share holders, (d) Proprietor