Definition,Type and Issue of Debentures

A Debenture is a unit of loan amount. When a company intends to raise the loan  amount from the public it issues debentures. A person holding debenture or  debentures  is called a debenture holder. A debenture is a document issued under the seal of the company. It is an acknowledgment of the loan  received by the company equal to the nominal value of the debenture. It bears the date of redemption and rate and mode of payment of interest. A debenture holder is the  creditor of the company.


As per section 2(12) of Companies Act 1956, “Debenture includes debenture  stock,  bond  and  any  other  securities  of  the  company whether constituting a charge on the companys assets or not”.




Debenture can be classified as under :


1. From security point of view


(i)    Secured or Mortgage debentures : These are the debentures that are secured by a charge on the assets of the company. These are also called mortgage debentures. The holders of secured debentures have the right to recover their principal amount with the unpaid amount of interest on such debentures out of the assets mortgaged by the company. In India, debentures must be secured. Secured debentures can be of two types :


(a)   First mortgage debentures : The holders of such debentures have a first claim on the assets charged.


(b)   Second mortgage debentures : The holders of such debentures have a second claim on the assets charged.


(ii)    Unsecured debentures : Debentures which do not carry any security with regard to the principal amount or unpaid interest are called unsecured debentures. These are called simple debentures.


2. On the basis of redemption


(i)    Redeemable debentures : These are the debentures which are issued for a fixed period. The principal amount of such debentures is paid off to the debenture holders on the expiry of such period. These can be redeemed by annual drawings or by purchasing from the open market.


(ii) Non-redeemable debentures : These are the debentures which are not redeemed  in the life time of the company. Such debentures are paid back only when the company goes into liquidation.

3.  On the basis of Records

(i)    Registered  debentures  :  These  are  the  debentures  that  are registered with the company. The amount of such debentures is payable only to those debenture holders whose name appears in the register of the company.


(ii)    Bearer debentures : These are the debentures which are not recorded  in  a  register  of  the  company.  Such  debentures  are transferrable merely by  delivery. Holder of these debentures is entitled to get the interest.


4.  On the basis of convertibility


(i)    Convertible debentures : These are the debentures that can be converted into shares of the company on the expiry of predecided period.  The  term  and  conditions  of  conversion  are  generally announced at the time of issue of debentures.


(ii)    Non-convertible debentures : The debenture holders of such debentures  cannot convert their debentures into shares of the company.


5.  On the basis of priority


(i)        First debentures : These debentures are redeemed before other debentures.

(ii)   Second debentures : These debentures are redeemed after the redemption of first debentures



By issuing debentures means issue of a certificate by the company under its seal which is an acknowledgment of debt taken by the company.


The procedure of issue of debentures by a company is similar to that of the issue of shares. A Prospectus is issued, applications are invited, and letters of allotment are issued. On rejection of applications, application money is refunded. In case of partial  allotment, excess application money may be adjusted towards subsequent calls.


Issue of Debenture takes various forms which are as under :


1.  Debentures issued for cash


2.  Debentures issued for consideration other than cash


3.  Debentures issued as collateral security.

Further, debentures may be issued

(i) at par,              (ii) at premium, and              (iii) at discount



Company if receives applications for number of debentures that exceed the number of debentures offered for subscription, it is called over subscription. There  can  be   following   treatment  of  the  excess  application  money received :


(a)    The total amount of excess number of applications is refunded in case the applications are totally rejected.

(b)   The amount of excess application money is totally adjusted towards amount due on allotment and calls


---    in case partial allotment is made,


       ---  the excess amount is adjusted towards sums due on allotment and rest of the

        amount is refunded.



Debentures are said to be issued at premium when these are issued at a value which is  more than their nominal value. For example, a debenture of Rs 100 is issued at Rs 110. This excess amount of Rs 10 is the amount of premium.  The premium on the issue of debentures is credited to the Securities Premium A/c as per section 78 of the Companies Act, 1956.



When debentures are issued at less than their nominal value they are said to be issued at discount. For example, debenture of Rs 100 each is issued at Rs 90 per debenture.  Companies Act, 1956 has not laid down any conditions for the issue of debentures at a discount as have been laid down in case of issue of shares at discount. However, there should be provision for issue of such debentures in the Articles of Association of the Company.



When a company purchases some assets and issues debentures as a payment for the  purchase, to the vendors it is known as issue of debentures for consideration other than cash. Debentures can be issued to vendors at par, at premium and at discount.



Collateral security means security given in addition to the principal security. It is a subsidiary or secondary security. Whenever a company takes loan from  bank  or  any  financial  institution  it  may  issue  its  debentures  as secondary security which is in addition to the principal security. Such an issue of debentures is known as ‘issue of debentures as collateral security’. The lender will have a right over such debentures only when company fails to pay the loan amount and the principal security is exhausted. In case the need to exercise this right does not arise debentures will be returned back to the company. No interest is paid on the debentures issued as collateral security because company pays interest on loan.


In the accounting books of the company issue of debentures as collateral security can be credited in two ways.

(i) No journal entry to be made in the books of accounts of the company :


Debentures are issued as collateral security. A note of this fact is given on the liability side of the balance sheet under the heading Secured Loans and Advances.

(ii) Entry to be made in the books of account the company


A journal entry is made on the issue of debentures as a collateral security, Debentures suspense A/c is debited because no cash is received for such issue.

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Suresh Prasad 
on 27 October 2010
Published in Accounts
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