Lesson 25: Stockholders’ Equity

Lesson 25 of 33 · 75%

Stockholders’ equity — the owners’ chair

Equity is the residual claim on a business after every creditor has been paid. It’s what would be left for the owners if the company sold every asset and settled every debt. For a sole proprietor it’s one number — Capital. For a company, equity gets sliced into several components, each telling a different story about how the business was financed and what’s been retained.

STOCKHOLDERS’ EQUITY COMPONENTS SHARE CAPITAL Par value × shares issued (common + preferred) 10,00,000 SHARE PREMIUM / APIC Amount paid above par when shares were issued 4,50,000 RETAINED EARNINGS Accumulated profits not yet distributed TREASURY STOCK (Dr.) Own shares bought back · reduces equity
The four common components of stockholders’ equity. Treasury stock reduces total equity rather than adding to it.

The four components

  1. Share capital — face value of shares issued. If a company issues 1 lakh shares at ₹10 face value, share capital = ₹10 lakh, regardless of what investors paid.
  2. Share premium (Additional Paid-in Capital / APIC) — what investors paid above face value. If those 1 lakh shares were issued at ₹50, share premium = (₹50 − ₹10) × 1 lakh = ₹40 lakh.
  3. Retained earnings — cumulative net income that wasn’t paid out as dividends. Grows with profits; shrinks with losses and dividend distributions.
  4. Treasury stock — own shares bought back. Reduces equity, never increases it.
What Makes Up Equity
cardscardsShare capitalface value of sharesSecurities premium+ reservesRetained earningsaccumulated profitOther comp. incomeOCI
Paid-in capital, reserves, retained profit and OCI.

Issuing shares — the journal entry

Company issues 1 lakh equity shares of ₹10 face value at ₹50 per share. Investors pay ₹50 lakh:

Dr. Cash / Bank                       50,00,000
        Cr. Share Capital (face value)         10,00,000
        Cr. Securities Premium                 40,00,000

Note that both share capital and premium are paid by the same investor in the same transaction. The split is purely accounting — face value goes to one account, the rest to the premium.

Common vs. preferred shares

Common (equity) shares — vote at general meetings, receive dividends only after preferred, share in residual value on winding up.

Preferred shares — fixed dividend rate (like a bond coupon), paid before common, but no voting rights and capped upside. Variants:

  • Cumulative — missed dividends accumulate and must be paid before common gets anything.
  • Participating — share in extra dividends beyond the fixed rate.
  • Convertible — can be converted to common shares at a defined ratio.
  • Redeemable — company can buy back at a defined price after a defined date.

Indian companies often issue Optionally Convertible Preference Shares (OCPS) or Compulsorily Convertible Preference Shares (CCPS) in fundraising rounds.

Dividends — three dates

  • Declaration date — board declares the dividend. Liability arises.
    Dr. Retained Earnings · Cr. Dividends Payable
  • Record date — shareholders on the books on this date are entitled.
  • Payment date — cash actually goes out.
    Dr. Dividends Payable · Cr. Cash

Until FY 2019-20, Indian companies paid Dividend Distribution Tax (DDT) at the company level when dividends were declared. The DDT regime was ABOLISHED by the Finance Act 2020 effective 1 April 2020; dividends are now taxed in the hands of the shareholder at slab rate under Section 56, with the company deducting TDS at 10% if annual dividend exceeds ₹5,000 per shareholder per company. Books no longer record DDT for any post-FY20 distributions in the shareholder’s hands as of FY 2020-21.

The Three Dividend Dates
timelinetimelineDeclarationboard approves thedividendRecord datefixes eligibleshareholdersPayment datecash is paid outThree dates decide who gets the dividend.
Declaration, record, payment — who gets the dividend, and when.

Share buybacks (treasury stock)

Company buys back its own shares from the market. Reduces shares outstanding, increases EPS, signals undervaluation. Accounting entry uses the cost method:

Dr. Treasury Stock                    20,00,000
        Cr. Cash                                20,00,000

Treasury stock is a CONTRA equity account — appears in equity with a debit balance, reducing total equity. It’s not an asset; you can’t own yourself.

Bonus issues and rights issues

  • Bonus issue — free additional shares issued from accumulated reserves. Doesn’t change total equity, just slices the pie into more pieces. Common in India to make shares more affordable.
    Dr. Retained Earnings · Cr. Share Capital
  • Rights issue — existing shareholders get a pre-emptive right to buy new shares at a discounted price, in proportion to their holdings. Raises new capital while protecting existing shareholders from dilution.
  • Stock split — face value reduced, number of shares increased. ₹10 face value → ₹2 face × 5 shares. Pure cosmetic; no balance-sheet impact at the line-item level.

Lesson recap

  • Equity has four pieces: share capital, premium, retained earnings, treasury stock.
  • Issuance splits cash received between face value (share capital) and excess (premium).
  • Preferred shares sit between debt and common equity in payment order.
  • Dividends move through three dates: declaration, record, payment.
  • Buybacks create treasury stock — a contra-equity item.
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Stockholders’ Equity

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Capital markets resources: SEBI ICDR Regulations for primary issuance; SEBI Buyback Regulations 2018 (last amended 2023); Section 62, 68, 77A of Companies Act for various equity transactions; Ind AS 102 for share-based payment accounting; MCA’s CHARGES section for filing requirements.

Worked Example — Infosys Equity Movements

Imagine Infosys (illustrative figures) has 4,200 crore shares of ₹5 face value outstanding. FY26 movements: Opening Share Capital ₹2,100 crore; Opening Reserves & Surplus ₹85,000 crore. During the year, the company issues 50 lakh ESOPs at ₹500 (premium ₹495), buys back 4 crore shares at ₹1,800 (face ₹5, premium ₹1,795), declares ₹20 dividend per share. Closing Share Capital = ₹2,100 cr + ₹25 lakh (ESOP face) − ₹20 cr (buyback face) ≈ ₹2,080 cr. Securities Premium rises by 50,00,000 × ₹495 = ₹247.50 crore from ESOPs and reduces by buyback premium. Retained earnings reduces by dividend ₹20 × 4,200 cr / 100 = ₹840 crore. Capital Redemption Reserve = ₹20 cr is created from retained earnings (matching the face of bought-back shares).

Common Equity Accounting Mistakes

  • Not creating Capital Redemption Reserve on buyback
  • Recording bonus issues without reducing reserves
  • Missing ESOP fair-value expense amortisation
  • Forgetting to update share count after corporate actions

Frequently Asked Questions

What is the difference between Authorised, Issued, Subscribed and Paid-up Capital?
Authorised is the maximum the MoA permits; Issued is offered to the public; Subscribed is accepted by investors; Paid-up is the amount actually received from shareholders.

Can buyback be done from any source?
No. Section 68 allows buyback only from free reserves, securities premium or proceeds of a fresh issue (other than the same class). Buyback from borrowed funds is prohibited.

How is ESOP expense calculated?
Under Ind AS 102, the fair value of options at grant date is amortised over the vesting period as an Employee Stock Option Expense (debit P&L, credit Share-based Payment Reserve in equity).

SEBI Capital Markets Framework

Indian listed companies have five primary equity-raising routes: (1) IPO/FPO under SEBI ICDR — public offering with merchant banker, prospectus, due diligence; (2) Rights Issue to existing shareholders at discount to market price; (3) Preferential Allotment to select investors with 25% post-issue lock-in for promoter, 1-year for non-promoter; (4) QIP (Qualified Institutional Placement) — fast-track route for listed firms; (5) Bonus issue from free reserves with no cash inflow. Buybacks: Section 68 caps at 25% of paid-up capital + free reserves per resolution. Open-market buyback (max 15% of capital + reserves) and tender route both available. Effective Oct 2024, buyback proceeds are taxable as dividend in shareholders’ hands under Section 2(22)(f), replacing the prior company-level buyback tax under Section 115QA.

Equity Governance

Tata Sons’ multiple successful Tata Group buybacks (TCS in 2017, 2018, 2020, 2022; Mphasis in 2021) demonstrate disciplined capital return programmes. ITC’s mega buyback of ₹16,000 crore in 2024 followed the same playbook. As an investor, participating in tender-route buybacks at meaningful premium to market often delivers 8-15% returns within 3-4 months — quasi-arbitrage opportunities for those who follow Indian capital actions carefully.