Archive for the ‘Company Reconstruction’ Category

The Benefits & Limitation Of Budget

Saturday, October 27th, 2007

In earlier article, we dealt with the importance of budget. As budget is a very important managerial tool for both planning and control, it is also important to understand what’s benefits it can bring and to understand some of the limitation in budgeting.

Benefits Of Budgeting:

Reinforce the management process of planning ahead. In fact, budget compel the managers to think and anticipate of future challenges, formulate strategies ,etc so as to achieve  the desired company’s goals;

A budget is in reality a set of plan. This plan is created by all the relevant managers to create a course of action for future action(s)

Create a basis for Performance Evaluation of Managers’ performance. Incentives are based on how much have been achieved against the budgeted figures. Hence, if budgets are set up realistically will assist to motive manager and employees positively.

Aid in resource planning and allocation, key or scarce resources or capital expenditure are carefully review during the establishment of the budgets;

Promote continuous improvement. In the budgeting stage, non-value adding activities shall be elimianted, new or enhanced processes are designed to increase productivity, etc.;

Budgeting is the best time for all level of manager to co-ordinate together so as to plan ahead, promotes teamwork, process improvement and goal congruency between the company and the employees.

Delegation of duties, authority limit and responsibility are more properly segregated as budgets are set up. With budgets, top management feel that they are in control of the various business activities of the company.

 

Limitation Of Budgeting:

De-motivation of employees as they feel that the budgeted figures are way too high to achieve;

Budgetary slack or padding the budgets as managers will intentionally blow up their budget figures for fear of top management’s reprimanding them;

A budget tends to emphasize on results and the real reasons are being ignored;

Unrealistic budgets can lead managers to make decisions that might be detrimental to the company. A good example of over-ambitious sales budget will lead to disastrous impact like giving steep discount to increase volume,etc.;

No matter how well prepared a budget might be, it will never be able to reflect truly the reality/complexities faced by the company;

There is a need to revise/update the budget which at the time was based on a certain set of circumstances/best information.

Budgets if not properly buy in by all relevant parties will not get the full cooperation hence it might lead to the motto:Planning to fail

Classification Of Business Combination-Absorption

Monday, October 22nd, 2007

Earlier article explained on a form of business combination which is amalgamation.

This article deal wih the what is absorption.

Absorption of company occurs when one dominant company acquired the assets and liabilities of another company. As a result, the company being acquired is liquidated.

Tabulate below is the characteristic of Absorption:

Characteristics Of ABSORPTION:

 
  • The company that absorbs the small company will become bigger.
  • The existing shareholders of the absorbed company  form part of the shareholders of the new company.
  • No new company is formed

Capital Reduction Where Surplus Capital Are Refunded To The Shareholders

Monday, October 22nd, 2007

This article relates to a Capital Reduction Scheme where surplus capital are refunded to the shareholders:

Internal Company Reconstruction-Capital Reduction
As described, basically there are three situations
  1. refunds any surplus capital
  1. cancel paid up capital not represented by assets
  1. reduces/write off uncalled capital on any of the shares

Accounting For Company Reconstruction- REFUND OF SURPLUS CAPITAL

In this case, it is merely a cash outflow where money are return to the shareholders. Company A has 100,000 shares at $1 per share . It has successfully applied to relevant authorities and being given the sanction to reduce its $1 share to 50 cent per share so that one half can be refunded to the shareholders. Accounting entries:-

$ $
Share Capital 50,000
Bank 50,000

Internal Company Reconstruction-Capital Reduction Where Capital Is Not Represeted By Available Assets

Monday, October 22nd, 2007

This article give readers the the different situations where internal company reconstruction in term of capital reduction where capital is not represented by available assets. A simple illustration is appended below.

Besides, the factors to be considered in devising the capital reduction scheme is also narrated.

Situations In Capital Reduction Where Capital Is Not Represented by Available Assets:-
  1. large amount of accumulated losses and or
  1. some of the assets are overvalued/overstated
  1. some of the assets are fictitious
Illustration:
Balance Sheet Of XYZ Ltd

$
Total Assets 500,000
Less:Current liabilities

(450,000)

Net Assets 50,000
Ordinary Share of $1 each 600,000
Accumulated Losses (550,000)
Equity/Shareholder Funds 50,000

The above illustrates that XYZ Ltd has unwisely eroded its paid up share capital from $600,000 to $50,000.

So what next should XYZ Ltd do? XYZ Ltd can either:

  • continue to be in business and face further erosion of capital vide it continuing trading losses
  • wind up its business
  • re-organize

By embarking on an internal reconstruction, XYZ Ltd should have the following intention:

  • ability to start afresh to regain profitability
  • adjust any unrepresented assets
  • writing off the accumulated losses by reducing its paid up capital
  • subsequently to issue additional shares to raise funds for its new plans.

The Need To Have A Properly Design Capital Reduction Scheme
In any Capital Reduction Scheme, it is imperative that the capital “lost” should be absorbed equitably by the various parties hence the careful need to design the proper scheme. Needless to say, the ordinary shareholders who are the risk taker need to bear the largest amount of reduction of capital. Next, it can be the preference shareholder, debenture-holders and creditors to share in the absorption of the losses.
The following are some of the factors to consider when determining the amount of capital that is lost and how this loss should be allocated:

  1. Determine the total amount to be written off
    • the debit balance of the accumulated profit & loss needs to be eliminated
    • overvalued assets need to be written down
    • fictitious assets like preliminary expenses, recorded goodwill, patent, trademarks and other intangible assets need to be written off

  1. The rights of the various stakeholders need to be considered
  • debenture holders, trade and other creditors-all the liabilities should be settled. The debenture holders and creditors at times are willing to convert their claims into shares.
  • preference shareholders -ensre that the reduction or written off vaue in preference shares must not be higher than ordinary shares. Preference shareholders may be willing to convert their claims ( preference dividends in arreas) into shares or waive the rights to the arrears.

3. Ensure that the ordinary shareholder should bear the major brunt of the losses as they are risk takers in the business

4. At the end, ensure that the scheme is equitable to all affected parties.

See the next article on Accounting Entries Used For Capital Reduction

Understand The Difference Between Internal Reconstruction And External Reconstruction(Part2of2)

Monday, October 22nd, 2007

In this Part 2, we look at the differences between internal reconstruction and external reconstruction. Earlier artice (Part 2) dealt with definition of company reconstruction, its purposes  and the different type of company reconstruction.

Internal Reconstruction:
  1. No new company is formed. The existing company continues as a going concern;
  2. The ailing company will not gove ito liquidation under the capital reduction scheme and
  3. Involves complying the requirements under the Companies Act.
External Reconstruction:-
  1. A new company is formed by the existing shareholder of the old company to take over the assets and liabilities;
  2. The ailing company goes into liquidation and
  3. There is no need to comply with particular clause in the Companies Act.

Basic Company Reconstruction-Part 1 of 2

Thursday, October 11th, 2007

This article summarizes what is company reconstruction, its objectives  and the differenct type of company reconstruction.

Company Reconstruction is:
  • A term used to describe the drastic formal changes in a company’s capital structure as a result of certain circumstances.
 Type of Reconstruction:-
  • Divided into two(2) types namely
  • Internal reconstruction
  • External reconstruction
 Internal Reconstruction:-
  • Undertaken by companies that have surplus capital or companies whose capital has been eroded by trading losses
  • In this type of internal reconstruction, companies who wish to reduce their capital need to comply with certain requirements of their local Companies Act. This normally involves the following:
  • The capital reduction scheme must be confirmed by the court
  • The articles of association of the company must provide for such reduction of capital and
  • A special resolution must be passed by the company
Three(3) situations where the Companies Act ( in this case

Malaysia
)  permits such capital reduction:-
 

  1. To reduce or write off uncalled capital on any of its shares;
  2. To cancel paid up capital not represented by assets; or
  3. To refund any surplus capital ie. Capital in excess of the needs of the company ( a company which has par value of $1 applies to reduce to 50 cent per share so as to refund 50 cent per share to the shareholders )