Debenture
Debenture
LEARNING OUTCOMES
After studying this unit, you would be able to:
Understand the meaning and basic purpose for raising
debentures by the company
Differentiate between shares and debentures of a company
Understand various types of debentures
Pass entries for issue of debentures payable in instalments
Make entries for issue of debentures considering the
conditions of redemption
Pass entries for issue of debentures as collateral security
Pass entries for debentures issued for consideration other
than for cash
Write off discount on issue of debentures
Calculate interest on debentures.
UNIT OVERVIEW
Secured Debentures
Security
Unsecured
Debentures
Convertible
Debentures
Convertibility Non-convertible
Debentures
Redeemable
Debentures
Permanence
Irredeemable
Debentures
Types of Registered
Debentures Debentures
Negotiability
Bearer Debentures
First Mortgage
Debentures
Priority
Second
Mortgage
Debentures
3.1 INTRODUCTION
In the earlier units of this chapter, we have studied the issue of share capital as a means
of raising funds for financing the business activities. But with increasing and
evergrowing needs of the corporate expansion and growth, equity source of
financing is not sufficient. Hence corporates turn to debt financing through various
means. Issuing debt instruments by offering the same for public subscription is one
of the sources of financing the business activities. Debt financing does not only
helps in reducing the cost of the capital but also helps in designing appropriate
capital structure of the company. Debenture is one of the most commonly used
debt instrument issued by the company to raise funds for the business.
3.2 MEANING
The most common method of supplementing the capital available to a company is
to issue debentures which may either be simple or naked carrying no charge on
assets, or mortgage debentures carrying either a fixed or a floating charge on some
or all of the assets of the company.
A debenture is a bond issued by a company under its seal, acknowledging a debt
and containing provisions as regards repayment of the principal and interest. If a
charge has been created on any or on the entire assets of the company, the nature
of the charge and the assets charged are described therein. Since the charge is
not valid unless registered with the Registrar, and the certificate registering the
charge is printed on the bond. It is also customary to create a trusteeship in favour
of one or more persons in the case of mortgage debentures. The trustees of
debenture holders have all powers of a mortgage of a property and can act in
whatever way they think necessary to safeguard the interest of debenture
holders.
Section 2 (30) of the Companies Act, 2013 defines debentures as “Debenture”
includes debenture stock, bonds or any other instrument of a company evidencing a
debt, whether constituting a charge on the assets of the company or not.
Thus, It is clear from definition that debenture may be Secured Debenture or
Unsecured Debenture.
Note: No company shall issue any debentures carrying any voting rights.
Charge is an incumbrance to meet the obligation under the Trust Deed, whereby the
company agrees to mortgage specific portion either by way of a first or second charge.
Such charge implies right of lenders to secure their payment from such asset(s) or from the
liquidator in the event of winding up or from the company when the charge becomes void.
1. Security
(a) Secured Debentures: These debentures are secured by a charge
upon some or all assets of the company. There are two types of
charges: (i) Fixed charge; and
(ii) Floating charge. A fixed charge is a mortgage on specific assets.
These assets cannot be sold without the consent of the debenture
holders. The sale proceeds of these assets are utilized first for
repaying debenture holders. A floating charge generally covers all
the assets of the company including future one.
(b) Unsecured or “Naked” Debentures: These debentures are not secured
by any charge upon any assets. A company merely promises to pay
interest on due dates and to repay the amount due on maturity date.
These types of debentures are very risky from the view point of
investors.
2. Convertibility
(a) Convertible Debentures: These are debentures which will be
converted into equity shares (either at par or premium or discount)
after a certain period of time from the date of its issue. These
debentures may be fully or partly convertible. In future, these
debenture holders get a chance to become the shareholders of the
company.
(b) Non-Convertible Debentures: These are debentures which cannot be
converted into shares in future. As per the terms of issue, these
debentures are repaid.
3. Permanence
(a) Redeemable Debentures: These debentures are repayable as per the
terms of issue, for example, after 8 years from the date of issue.
Dr.
To …% Debenture A/c
ILLUSTRATION 1
Amol Ltd. issued 40,00,000, 9% debentures of ` 50 each, payable on
application as per term mentioned in the prospectus and redeemable at
par any time after 3 years from the date of issue. Record necessary
entries for issue of debentures in the books of Amol Ltd.
SOLUTION
Books of Amol Ltd.
Journal
Date Particulars L.F. Debit Credit
Amount (`) Amount (`)
Bank A/c Dr. 20,00,00,000
To Debenture Application A/c 20,00,00,000
(Debenture application money
received)
Debenture Application A/c Dr. 20,00,00,000
To 9% Debentures A/c 20,00,00,000
(Application money transferred to
9% debentures account consequent
upon allotment)
Dr.
To …% Debentures A/c
ILLUSTRATION 2
Atul Ltd. issued 1,00,00,000, 8% debenture of `100 each at a discount of
10% redeemable at par at the end of 10th year. Money was payable as
follows :
` 30 on application
` 60 on allotment
Record necessary journal entries regarding issue of debenture.
SOLUTION
Books of Atul Ltd.
Journal
Date Particulars L.F Debit Credit
.
(`) (`)
Bank A/c Dr. 30,00,00,00
0
To Debenture Application A/c
30,00,00,00
(Debenture application money 0
received)
Debenture Application Dr. 30,00,00,00
0
A/c To 8%
30,00,00,00
Debentures A/c 0
(Application money transferred to 8%
debentures account consequent upon
allotment)
© The Institute of Chartered Accountants
of India
COMPANY ACCOUNTS 11.9
SOLUTION
Books of Koinal Chemicals Ltd.
Journal
When premium money is received along with application money:
Date Particulars Debit Credit
Amount (`) Amount (`)
Bank A/c Dr. 3,00,00,000
To Debenture Application A/c 3,00,00,000
(Debenture application
money received)
Debentures Application Dr. 3,00,00,000
A/c To 10% 2,25,00,000
Debentures A/c To 75,00,000
Securities Premium A/c
(Application money transferred
to 10% debentures account and
securities premium
account
consequent upon allotment)
Debenture Allotment A/c Dr. 5,25,00,000
To 10% Debentures 5,25,00,000
A/c
(Call made consequent
upon allotment)
Bank A/c Dr. 5,25,00,000
To Debenture Allotment A/c 5,25,00,000
(Call made consequent
upon allotment money
received)
4. Debentures issued at par and redeemable at a premium
Where debentures are to be redeemed at premium, an extra entry is to be
made at the time of issue and allotment of debentures. This extra entry is to
be passed for providing premium payable on redemption. Debenture
Redemption Premium Account is a personal account which represents a
liability of the company in respect of premium payable on redemption.
In this case, the issue price is same as par value but the redemption value is
more than the par value, therefore redemption premium is recorded as a loss
on issue of debentures at the time of allotment of debentures. Following
journal entries are recorded in this regard:
Dr.
Loss on issue of debenture A/c Dr. [Equal to Debenture
Redemption Premium]
To …% Debenture A/c
To Debenture redemption premium A/c
Students can note that instead of passing the separate
entries, a compound entry can be passed:
Bank A/c Dr.
Loss on issue of debenture A/c Dr.
To …% Debenture A/c
To Debenture redemption premium A/c
ILLUSTRATION 4
Modern Equipments Ltd. issued 4,00,000, 12% debentures of ` 100 payable
as follows : On application ` 30
On allotment ` 70
The debenture were fully subscribed and all the money was duly
received. As per the terms of issue, debentures are redeemable at `110
per debenture. Record necessary entries regarding issue of debentures.
SOLUTION
Books of Modern Equipments Ltd.
Journal
Date Particulars Debi Credi
t t
Amoun Amoun
t t
(` (`
Lakhs) Lakhs)
Bank A/c Dr. 120
To Debentures application A/c 120
(Debenture application money received)
Debentures Application Dr. 120
A/c To 12% 120
Debentures A/c
(Application money transferred to
12% debentures account
consequent to allotment)
Debentures Allotment A/c Dr. 280
Loss on issue of Debentures Dr. 40
A/c To 12% Debentures 280
A/c 40
To Debenture redemption premium
A/c
(Call made on allotment of debentures at
par and entry for debentures redeemable
at premium)
Bank A/c Dr. 280
To Debentures allotment A/c 280
(Call made consequent upon allotment
money received)
Dr.
To Debenture Allotment A/c
To Debenture redemption premium A/c
Alternatively, the discount on issue of debentures can be combined
with loss on issue of debentures A/c as both discount and premium on
redemption represent loss to the company. In that case, the journal
entry will be
Working Notes :
Loss on issue of debentures =
(Amount of discount on issue + Premium payable on redemption) x No. of
Debentures
= (6% of `100 + 5% of `100) x 150 lakh
= (` 6 + ` 5) x 150 lakh
= ` 1,650 lakh
6. Debentures Issued at premium and redeemable at premium
In this situation, the issue price is more than par value and also redemption
value is more than par value. The premium received at the time of issue of
debentures is credited to Securities premium account and premium paid
at the time of redemption is a loss to be provided at the time of issue of
debentures. Suppose, a 10% debenture of ` 1,000 is issued at a premium of
` 100 and redeemable at a premium of ` 50 per debenture. In the given case
` 100 is to be credited to Securities premium account and
` 50 will be the loss to be provided at the time of issue of debentures. It is to
be noted that premium on redemption of debentures is also credited by `
50.
(a) For the receipt of application money
Bank A/c Dr.
To Debenture Application A/c
(b) At the time of making allotment
(i) Transfer of application money to debenture
account Debenture Application A/c Dr.
To % Debentures A/c
(ii) Call made consequent upon allotment of debenture at
premium and Redeemable at premium
Debenture Allotment A/c Dr.
Loss on issue of debenture A/c Dr. [Amount equal to
the premium
on
redemption]
To …% Debenture A/c
To Securities Premium A/c [Amount equal
to
premium on issue]
To Premium on Redemption of [Amount equal
to Debentures premium
on Debentures
A/c
redemption]
Students can note that instead of passing the separate
entries, a compound entry can be passed:
Bank A/c Dr.
Loss on issue of Debentures A/c Dr.
To …% Debentures A/c
To Securities Premium A/c
To Premium on redemption of debentures A/c
The Debenture Application A/c and Debenture allotment A/c are closed after
the allotment of debentures. The net effect of the above 6 situations can
be summarised as given below:
Condition Debenture issued at Debenture redemption at
under par or discount or premium
which premium
debentures
are issued
Debentures Bank A/c Dr. Bank A/c Dr.
issued at To Debentures A/c Loss on issue of Debentures A/c
par (Face value)
Dr. To Debentures A/c (Face
value)
To Premium on Redemption of
Debentures A/c
Debentures Bank A/c Dr. Bank A/c Dr.
issued at To Debentures A/c Loss on issue of Debentures A/c
premium (Face value)
To Securities Dr. To Debentures A/c (Face
premium value)
(premium)
To Securities premium
(premium) To Premium on
Redemption of
Debentures A/c
price than their nominal value; that is, if a debenture with a nominal value of `
100 is issued at 10% premium, the company receives at `110 where the investor
gets slightly less interest than stated in the debenture. For example, 12%
Debentures of `100 issued at a premium of 10%. The investor will get `12 p.a. for
his investment of 110. Therefore, the effective rate of interest on investment is
(12/110x 100) = 10.91%.
The premium on debentures is credited to ‘Securities Premium
Account’ as ‘Debentures’ are covered in the definition of ‘securities’
specified in the clause (h) of section 2 of the Securities Contracts
(Regulation) Act. Therefore, restriction of utilization of debentures
(securities) premium will also be governed by Section 52 of the
Companies Act, 2013.
The accounting entries would be as follows:
(a) When cash is received
Bank A/c Dr. [Nominal value plus premium]
To Debentures Application A/c
(Being money received on….debentures @
` ….. each including premium of ` …..)
SOLUTION
In the books of X
Limited Journal Entries
Date
2022 Particulars ` '000 ` '000
May 31 Bank A/c Dr. 10,800
To Debentures Application A/c 10,800
(Being money received for 1,20,000 debentures @ `
90 each)
June 9 Debentures Application A/c Dr. 1,800
To Bank A/c 1,800
(Being excess money on 20,000 debentures @ ` 90
refunded as per Board’s Resolution No….dated….)
June 9 Debentures Application A/c Dr. 9,000
Discount on Issue of Debentures A/c Dr. 1,000
To 12% Debentures A/c 10,000
(Being the allotment of 1,00,000 debentures of ` 100
each at a discount of ` 10 per debenture as per
Board’s Resolution No…..dated…)
Bank Account
Accounting Entries
There are two methods of showing these types of debentures in the accounts of a
company.
Method 1
Under this method, no entry is made in the books of account of the company at the
time of making issue of such debentures. In the ‘Notes to Accounts’ of Balance
Sheet, the fact of the debentures being issued and outstanding is shown by a
note under the liability secured.
ILLUSTRATION 8
X Ltd. obtains a loan from IDBI of `1,00,00,000, giving as collateral security of
`1,50,00,000 (of
` 10 each), 14%, First Mortgage Debentures.
SOLUTION
In the Notes to Accounts of Balance Sheet of X Ltd., it is shown as follows:
Notes to Accounts of X Limited as at…(includes)
Long Term Borrowings `
Secured Loan
IDBI Loan 1,00,00,000
ILLUSTRATION 9
Taking the same information of the illustration 8, the entry on issue will be as
follows :
Students should note that the Method 1 is much more logical from the
accounting point of view. Therefore, it is advised to follow Method 1.
ILLUSTRATION 10
X Company Limited issued 10,000 14% Debentures of the nominal value of
`50,00,000 as follows:
Date Particulars ` `
Note : No entry is made in the books of account of the company at the time of
making issue of such debentures. In the Balance Sheet due to the fact that the
debentures being issued as collateral security and outstanding are shown under
the respective liability.
Accounting Standard 16 Borrowing Costs states that ancillary borrowing costs and
discounts or premiums related to borrowings can be amortized over the loan period. It also
states that share issue expenses, discount on shares, and ancillary costs—such as discount
premiums on borrowing—are excluded from the scope of Accounting Standard 26
Intangible Assets.
Keeping this in view, Guidance Note clarified that following the generally accepted
accounting principle to amortize these expenses over the period of benefit, typically 3
to 5 years is acceptable.
ILLUSTRATION 11
HDC Ltd issues 1,00,000, 12% Debentures of ` 100 each at ` 94 on 1st January,
2022. Under the terms of issue, the debentures are redeemable at the end of 5
years from the date of the issue. Calculate the amount of discount to be written-
off in each of the 5 years.
SOLUTION
ILLUSTRATION 12
HDC Ltd. issues 2,00,000, 12% Debentures of `10 each at `9.40 on 1st January,
2022. Under the terms of issue, 1/5th of the debentures are annually
redeemable by drawings, the first redemption occurring on 31st December, 2022.
Calculate the amount of discount to be written- off from 2022 to 2026.
SOLUTION
Calculation of amount of discount to be written-off
At the Debentures Ratio of Amount of discount
Year Outstanding benefit to be written-
end before Derived off
redemption
2022 ` 20,00,000 5 5/15th of ` 1,20,000 = ` 40,000
2023 ` 16,00,000 4 4/15th of ` 1,20,000 = ` 32,000
2024 ` 12,00,000 3 3/15th of ` 1,20,000 = ` 24,000
2025 ` 8,00,000 2 2/15th of ` 1,20,000 = ` 16,000
2026 ` 4,00,000 1 1/15th of ` 1,20,000 = ` 8,000
TOTAL 15 ` 1,20,000
3.10INTEREST ON DEBENTURES
Interest payable on coupon debenture is treated as a charge against the profits
of the company. Interest on debenture is paid periodically and is calculated at
coupon rate on the nominal value of debentures. The company will pay interest
net of tax to the debenture holders because the company is under obligation to
deduct tax at source at the rates applicable as per the provisions of the Income
tax act 1961. The companies will deposit the tax so deducted with income tax
authorities. Following accounting entries are to be recorded in this regard:
1. For making interest due
Interest A/c Dr.
To Debenture holders’ A/c
2. For making payment of interest and deduction of tax at source (TDS)
Debenture holders A/c Dr.
To TDS Payable
A/c To Bank A/c
3. For making payment of tax deducted at source
TDS payable A/c Dr.
To Bank A/c
4. For transferring interest to profit and loss account
Profit and Loss A/c Dr.
To Interest A/c
ILLUSTRATION 13
A company issued 12% debentures of the face value of `10,00,000 at 10% discount
on 1-1-2022. Debenture interest after deducting tax at source @ 10% was payable
on 30th June and 31st of December every year. All the debentures were to be
redeemed after the expiry of five year period at 5% premium.
Pass journal entries for the accounting year 2022.
SOLUTION
Journal Entries
(`) (`)
1-1-2022 Bank A/c Dr. 9,00,000
SUMMARY
Debenture is one of the most commonly used debt instrument issued by the
company to raise funds for the business. A debenture is a bond issued by a
company under its seal, acknowledging a debt and containing provisions as
regards repayment of the principal and interest. Money payable on
debentures may be paid either in full with application or in instalments.
Debenture holders are the creditors of the company whereas shareholders
are the owners of the company. Debenture holders have no voting rights
and consequently do not pose any threat to the existing control of the
company. Shareholders have voting rights and consequently control the
total affairs of the company.
Debentures can be classified on the basis of: (1) Security; (2) Convertibility;
(3) Permanence; (4) Negotiability; and (5) Priority.
Issue of redeemable debentures can be categorized into the following:
1. Debenture issued at par and redeemable at par or at a discount;
2. Debenture issued at a discount and redeemable at par or at discount;
3. Debenture issued at premium and redeemable at par or at discount;
4. Debenture issued at par and redeemable at premium;
5. Debenture issued at a discount and redeemable at premium;
6. Debenture issued at premium and redeemable at premium;
Note: In practical life, redemption of debentures at a discount is a rare
situation.
Collateral security means secondary or supporting security for a loan, which
can be realised by the lender in the event of the original loan not being
repaid on the due date. Under this arrangement, the borrower agrees that
a particular asset or a group of assets will be realized and the proceeds
there from will be applied to repay the loan in the event that the amount
due, cannot be paid. Sometimes companies issue their own debentures as
collateral security for a loan or a fluctuating overdraft.
Debentures can also be issued for consideration other than for cash, such as
for purchase of land, machinery, etc.
The discount on issue of debentures is amortised over a period between the
issuance date and redemption date. Loss on issue of debentures is also a
capital loss and should be written off in a similar manner as discount on
debentures issued. In the balance sheet both the items (Discount and Loss)
are shown as Non-current/current assets depending upon the period for
which it has to be written off.
Interest payable on debentures is treated as a charge against the profits of
the company. Interest on debenture is paid periodically and is calculated
at coupon rate on the nominal value of debentures.
(b) ` 5,00,000
(c) ` 3,20,000
4. Which of the following is not a characteristic of Bearer Debentures?
(a) They are treated as negotiable instruments
(b) Their transfer requires a deed of transfer
(c) They are transferable by mere delivery
5. When debentures are issued as collateral security, the final entry for
recording the collateral debentures in the books is .
(a) Credit Debentures A/c and debit Cash A/c.
(b) Debit Debenture suspense A/c and credit Cash A/c.
(c) Debit Debenture suspense A/c and credit Debentures A/c.
6. When debentures are redeemable at different dates, the total amount of
discount on issue of debentures should be written off
(a) Every year by applying the sum of the year’s digit method
(b) Every year by applying the straight line method
(c) To profit and loss account in full in the year of final or last redemption
7. Debentures are issued at discount when
(a) Market interest rate is higher than debenture interest rate
(b) Market interest rate is lower than debenture interest rate
(c) Market interest rate is equal debenture interest rate
8. Interest payable on Debentures attract
(a) Tax deducted at source
(b) Goods and Service tax
(c) Fringe benefit tax
Theoretical questions
1. Distinguish between debentures and shares.
2. Explain the purpose for raising of debenture by the company. Also give the
main features of debentures.
Practical questions
1. Country Crafts Ltd. issued 1,00,000, 8% debentures of ` 100 each at
premium of 5% payable fully on application and redeemable at premium of `
10 Pass necessary journal entries at the time of issue.
2. Koinal Chemicals Ltd. issued 20,00,000, 10% debentures of ` 50 each at
premium of 10%, payable as ` 20 on application and balance on allotment.
Debentures are redeemable at par after 6 years. All the money due on
allotment was called up and received. Record necessary entries when
premium money is included in allotment money.
3. Kapil Ltd. issued 50,000, 12% Debentures of ` 100 each at a premium of 10%
payable in full on application by 1st March, 2022. The issue was fully
subscribed and debentures were allotted on 9th March, 2022.
Pass necessary Journal Entries (including cash transactions).
4. On 1st April 2022 Sheru Ltd. issued 1,00,000 12% debentures of ` 100 each
at a discount of 5%, redeemable on 31st March, 2027. Issue was
oversubscribed by 20,000 debentures, who were refunded their money.
Interest is paid annually on 31st March. You are required to prepare:
(i) Journal Entries at the time of issue of debentures.
(ii) Discount on issue of Debenture Account
(iii) Interest account and Debenture holder Account assuming TDS is
deducted @ 10%.
5. A Limited issued 14% Debentures of the nominal value of ` 10 each as
follows:
(a) To sundry persons 1,00,000 Debentures for cash at 10% discount.
(b) To a vendor for purchase of Inventory worth ` 1,00,000, 8,000
debentures at 25% premium.
(c) To the banker as collateral security for a loan of ` 1,00,000 – `
1,50,000 nominal value.
Pass necessary Journal Entries.
ANSWERS/HINTS
True and False
1. False: Debenture holder are the creditors of the company.
2. True: Perpetual debentures, also known as irredeemable debentures are not
repayable during the life time of the company.
3. False: Registered debentures are not easily transferable by delivery. Bearer
debentures are transferrable by delivery.
4. True: In case the company cannot repay its loan & the interest thereon
on the due date, the lender becomes debenture holder & then only he is
entitled to interest on debentures.
5. False: Debentures suspense account appears on asset side of balance sheet
under non- current asset.
6. False: Even if the company incurs loss or earns profit, it has to pay the
interest on debentures.
7. False: At the time of liquidation, debenture holders are paid off before
shareholders on priority basis.
8. True: Convertible debentures can be converted into equity share after a
certain period of time from the date of its issue.
9. False: These debentures are repayable as per the terms of issue, for
example, after 8 years from the date of issue.
10. True: Debentures can be issued for a consideration other than for cash, such
as for purchasing land, machinery etc.
Theoretical Questions
1. Refer para 3.4 for the distinction between Shares and Debentures.
2. Debenture is one of the most commonly used debt instrument issued by the
company to raise funds for the business. The most common method of
supplementing the capital available to a company is to issue debentures
which may either be simple or
Practical Questions
1. Journal Entries in the Books of Country Crafts Ltd.
Debi Credit
Date Particulars t Amount
Amoun(`'000)
t
(`'000)
Bank A/c 10,500
received)
Debenture Application A/c Loss 10,500
on Issue of Debenture A/c 1,000
To Securities Premium A/c To 500
8% Debentures A/c
10,000
To Premium on Redemption A/c
1,000
(Debenture application
money transferred to
debenture account)
Debentureholder A/c
Date Particulars `'00 Date Particulars `'00
31.3.23 To Bank A/c 10,800 31.3.23 By Interest 12,000
A/c
31.3.23 To TDS A/c 1,200
12,000 12,000
31.3.24 To Bank A/c 10,800 31.3.24 By Interest 12,000
A/c
31.3.24 To TDS A/c 1,200
12,000 12,000
31.3.25 To Bank A/c 10,800 31.3.25 By Interest 12,000
A/c
31.3.25 To TDS A/c 1,200
12,000 12,000
31.3.26 To Bank A/c 10,800 31.3.26 By Interest 12,000
A/c
31.3.26 To TDS A/c 1,200
12,000 12,000
31.3.27 To Bank A/c 10,800 31.3.27 By Interest 12,000
A/c
31.3.27 To TDS A/c 1,200
12,000 12,000
Date Particulars ` `
(a) Bank A/c Dr. 9,00,000
To Debentures Application A/c 9,00,000
(Being the application money received on
100,000 debentures @ ` 9 each)
Note : No entry is made in the books of account of the company at the time of
making issue of such debentures. In the Balance Sheet due to the fact that the
debentures being issued as collateral security and outstanding are shown under
the respective liability.