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The term debenture is derived from the Latin word “debere” which means “to owe a debt”. A debenture may, be defined as document issued by the company as an evidence of debt. It is the acknowledgement of the company’s indebtedness to its holders.
Debenture is an instrument of debt executed by the company acknowledging its obligation to repay the sum at a specified rate and also carrying an interest. It is only one of the methods of raising the loan capital of the company. A debenture is thus like a certificate of loan or a loan bond evidencing the fact that the company is liable to pay a specified amount with interest and although the money raised by the debentures becomes a part of the company's capital structure, it does not become share capital.
Debentures on the basis of Registration
The debentures which are payable to the registered debenture holders are called registered debentures. These debentures are not transferable by mere delivery. The names of the holders of these debentures with details of the number, value and type of debenture held are recorded in the register of debenture holders. Registered debentures are not negotiable instruments. Transfer of such debentures requires registration.
Bearer debentures are those which are payable to the bearer. These debentures are transferable by mere delivery. The register of debenture holders does not have the names of the debenture holder recorded. Hence they are transferable by mere delivery. Registration of transfer is not necessary. Bearer debentures are also called as Unregistered Debentures.
The debentures, which are secured fully or partly by a charge over the assets of the company, are called secured debentures. The charge may be either a fixed charge or a floating charge. The charge, when created should be registered with the Registrar within 30 days of its creation.
The debentures, which are not secured fully or partly by a charge over the assets of the company, are called unsecured debentures. They are also called Naked Debentures. They are not mortgaged. The general solvency of the company is the only security for the holders. The debenture holders are treated as only unsecured creditors. Issue of such debentures are not much popular.
The debentures, which are repayable after a certain period as per the terms of their issue, are called redeemable debentures. Sometimes, they can be redeemed by the company on demand by the holders or at the discretion of the company.
They are perpetual debentures. The debentures, which are not repayable during the life time of the company, are called irredeemable debentures. The company has no obligation to make the payment of the principal of these debentures during its life time.
The company may repay the money at the time of liquidation or on the happening of a contingency or on the expiration of a longer period or when the company breaches the terms of issue of the debentures.
The debentures, which are convertible into equity shares or preference shares at the option of the holders, after a certain period, are called convertible debentures.
The debentures, which are not convertible into equity shares, are called non-convertible debentures.
The debentures, which are paid first at the time of winding up, are called preferred debentures or first debentures. Thus they are just like preference shares.
Debentures that are paid after the preferred debentures during the winding up of a company are called ordinary debentures.
Debentures that are secured by deposit of title deeds of the property with a Memorandum creating a charge are called equitable debentures. In this case, the property is with the company.
The debentures, which are secured by actual transfer of the legal ownership of the property from the company to the holder, are called legal debentures.
Debentures provide greatest security to the investors. They make a very good appeal to the conservative minds.
Debentures guarantee a fixed rate of interest.
Their prices are more stable as compared to shares because the changing monetary conditions affect the price movement of the debentures very little.
The debenture holders do not interfere in the management of the company.
It is a cheaper method of raising finance. Lower rate of interest further makes them more economical.
The companies can raise money through debentures easily compared to equity and preference shares.
The investors get fixed and regular interest, whether the company earns profit or not.
The following are the limitations of Debentures.
Interest on debentures is always cumulative. It is to be paid irrespective of the profits or otherwise of the company. During the period of depression, it becomes a heavy burden.
Since in most of the cases, the assets of the company are mortgaged with the debenture holders as a security against their advances, the credit worthiness of the company falls in the eyes of the public as well as the banks. Borrowings from other sources becomes difficult.
Ordinarily debenture holders do not enjoy any voting rights in the companies. They have no interest in the election of directors. They do not have representation in the management of the affairs of the companies.
When a company issues mortgage debentures, it is a common practice to secure them by means of a Trust Deed conveying the company’s property to the trustees to be held in trust for the benefit of the debenture holders. The trust deed contains the conditions governing the rights of the debenture holders and the relationship between them and the company. The trustees hold the property in trust for the debenture holders and safeguard their interests. Besides, they are also vested with requisite powers to appoint а nominee director on the Board. The trustees must act diligently and honestly in the discharge of their duties. Any clause in the trust deed, which exempts them from liability for breach of their duty as trustees, is void.
Redemption of debentures means payment of the amount of debentures by the company. When debentures are redeemed, liability on account of debentures is discharged. Amount of funds required for redemption of debentures is quite large and, therefore, prudent companies make sufficient provision out of profits and accumulate funds to redeem debentures.
