In company law, a debenture is a standard borrowing instrument used by companies to raise debt capital from investors or lenders. When a company issues debentures, it essentially takes a loan from debenture holders and agrees to repay it under predefined terms.
Unlike shareholders, a debenture holder does not become an owner of the company. Instead, they become a creditor, entitled to interest payments and repayment of principal as per the issue terms.
In this blog, we’ll cover the meaning of debentures, their key features, different types, secured vs unsecured debentures, conversion and redemption mechanics, and how debentures differ from shares and bonds, with a simple real-world example at the end.
Table of Contents
Debenture Meaning in Company Law
Simple definition
A debenture is a written acknowledgement of debt issued by a company, promising to repay a specified sum of money at a future date along with interest, subject to agreed terms and conditions.
Why do companies issue debentures?
- To raise funds without diluting ownership
- To finance expansion, working capital, or capital expenditure
- To access long-term debt at predictable interest costs
- To structure funding with flexible repayment or conversion terms
Who buys debentures?
- Banks and financial institutions
- Mutual funds and insurance companies
- High-net-worth individuals (HNIs)
- Institutional and private debt investors
Key Features of a Debenture
- Principal: The amount borrowed by the company
- Coupon / Interest: Fixed or floating interest payable to debenture holders
- Tenure: The duration for which the debenture remains outstanding
- Redemption: Repayment of principal at maturity or as per schedule
- Security / Charge: Assets offered as collateral, if any
- Covenants: Conditions the company must comply with during the term
- Debenture trustee: Appointed to protect investor interests (where applicable)
- Credit rating: Common in practice, especially for public issues
- Transferability: Debentures can usually be transferred, subject to terms
Types of Debentures
Secured vs Unsecured Debentures
- Secured debentures are backed by specific company assets
- Unsecured debentures have no collateral and rely on the company's creditworthiness
Convertible vs Non-convertible Debentures
- Convertible debentures can be converted into equity shares later
- Non-convertible debentures (NCDs) are repaid only in cash
Redeemable vs Irredeemable (Perpetual)
- Redeemable debentures are repaid on a fixed or determinable date
- Irredeemable (perpetual) debentures have no fixed maturity date
Registered vs Bearer
Registered debentures are issued in the name of a specific holder and transferred through proper records. Bearer debentures are payable to whoever holds the instrument, though they are rare today due to regulatory and compliance concerns.
Summary Table
Secured Debentures and Charge on Assets
What does “security/charge” mean?
A security or charge refers to a legal right created over company assets in favour of debenture holders, allowing recovery if the company defaults.
Common assets used as security
- Land and buildings
- Plant and machinery
- Receivables or book debts
- Intellectual property (in some cases)
Why trustees and documentation matter?
- Trustees act on behalf of debenture holders
- They monitor compliance with covenants
- Proper documentation ensures the enforceability of security
- Charges must be registered as per company law requirements
Convertible Debentures: How Conversion Works
Fully vs partly convertible
- Fully convertible: Entire debenture converts into equity
- Partly convertible: A portion converts, the rest is redeemed
What decides conversion?
- Pre-agreed conversion ratio and price
- Conversion timeline
- Regulatory and shareholder approvals
Founder/investor angle
- Founders delay dilution while raising capital
- Investors get downside protection as debt
- Upside participation through equity conversion
Debentures vs Shares vs Bonds
Simple takeaway
- Debentures: company borrowing
- Shares: ownership and risk
- Bonds: debt, often issued by governments or large entities
Advantages and Disadvantages of Debentures
Pros for companies
- No ownership dilution
- Predictable cost of capital
- Flexible structuring (conversion, security, tenure)
Cons for companies
- Fixed interest obligation
- Increases leverage and repayment pressure
- Asset encumbrance for secured debentures
Pros for investors
- Regular interest income
- Higher priority than equity
- Lower risk compared to shares
Cons for investors
- Limited upside unless convertible
- Credit and default risk
- No voting or management control
Real-World Example: Debenture Issuance Flow
- The company decides to raise debt via debentures
- Terms decided (coupon, tenure, security, conversion)
- Legal documents prepared and trustee appointed (where applicable)
- Investors subscribe, and money is received
- The company pays periodic interest
- At maturity, the company redeems (or converts, if convertible)
Conclusion
A debenture is essentially a company borrowing instrument used by a company to raise debt capital without giving up ownership. It comes in multiple forms- secured or unsecured, convertible or non-convertible, redeemable or perpetual- each suited to different funding needs.
Debenture holders are creditors, not owners, and their rights depend heavily on the issue terms, security structure, and repayment conditions. Whether you’re a founder structuring debt or an investor evaluating returns, the key lies in understanding the terms, risks, and legal protections attached to the debenture.
Frequently Asked Questions (FAQs)
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
One Person Company
(OPC)
- Freelancers, Small-scale businesses
- Businesses looking for minimal compliance
- Businesses looking for single-ownership
Private Limited Company
(Pvt. Ltd.)
- Service-based businesses
- Businesses looking to issue shares
- Businesses seeking investment through equity-based funding
Limited Liability Partnership
(LLP)
- Professional services
- Firms seeking any capital contribution from Partners
- Firms sharing resources with limited liability
Frequently Asked Questions
Is a debenture the same as a bond in India?
Not exactly. In India, debentures are typically issued by companies under company law, while bonds are often issued by governments, public sector undertakings, or large institutions. Both are debt instruments, but debentures are more common in corporate fundraising, whereas bonds are more standardised and widely traded in debt markets.
Do debenture holders get voting rights in a company?
No. Debenture holders are creditors, not owners, so they do not have voting rights in company matters. Voting rights are reserved for shareholders. However, debenture holders may have certain protective rights through covenants or trustees, especially in the case of default.
What is the difference between secured and unsecured debentures?
Secured debentures are backed by specific company assets, such as land, machinery, or receivables, which can be enforced if the company defaults. Unsecured debentures have no collateral and rely solely on the company’s creditworthiness, making them riskier but often offering higher interest.
What are convertible debentures, and when do they convert into shares?
Convertible debentures are debt instruments that can be converted into the company's equity shares at a later date. The timing, conversion ratio, and price are fixed at the time of issue and mentioned in the debenture terms. Conversion usually happens after a specified period or on achieving defined milestones.
What happens if a company defaults on debenture interest or redemption?
If a company defaults, debenture holders can enforce their rights through the debenture trustee, demand repayment, or initiate legal proceedings. In the case of secured debentures, the charged assets may be enforced. Persistent default can also trigger insolvency proceedings under applicable laws.
Are debentures safer than shares?
Generally, yes. Debentures are considered safer than shares because they offer fixed returns and have priority in repayment over equity shareholders, especially during liquidation. However, they are not risk-free- credit risk, interest rate risk, and lack of upside remain key considerations.
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Swagatika Mohapatra is a storyteller & content strategist. She currently leads content and community at Razorpay Rize, a founder-first initiative that supports early-stage & growth-stage startups in India across tech, D2C, and global export categories.
Over the last 4+ years, she’s built a stronghold in content strategy, UX writing, and startup storytelling. At Rize, she’s the mind behind everything from founder playbooks and company registration explainers to deep-dive blogs on brand-building, metrics, and product-market fit.
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