Debenture
By Asok Nadhani
28.1 Debenture
i.
A debenture
is a document issued by the company as evidence of its debt. It is an
acknowledgement of the company’s indebtness to its holders.
ii.
The
term Debenture includes debenture stock, bonds and any other security of a
company, whether constituting a charge on the assets of the company or not.
[Sec. 2 912)]
iii.
Debenture
is the most common form of loan capital on a long term basis. To arrange huge
amounts of long term loan capital (bearing a fixed rate of interest) a company issues
debentures to the investing public splitting the amounts into many units.
iv.
As per
the Section 2(12) of the Companies Act, Debenture includes debenture stock
bonds and any other securities of a company whether constituting a charge on
the company’s asset or not.
28.1.1 Difference between and Shares and Debentures
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Basis of Difference
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Shares
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Debentures
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1. Status
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Shareholders are owners of the company.
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Debenture holders are creditors of the company.
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2. Voting right in G.M.
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Share holders have voting rights in the General
meeting of company.
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Debenture holders have no voting rights in the
General meeting of company.
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3. Balance Sheet
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The value of shares is shown under “Share Capital”
in the Balance Sheet.
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Debentures are shown under “Secured Loans” in the
Balance Sheet.
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4. Return on Investment
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Dividends can be paid to share holders out of profit
of the company only.
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Debenture holders get a fixed rate of interest
whether there is profit or not.
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5.Convertibility
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Shares can not be converted into debentures.
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Debentures can be converted into shares as per the
terms of the company.
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6. Charge against profit
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Dividends on shares are appropriation of profit, and
not deducted to determine taxable income.
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Interests on debentures are charged against profit
and are deducted as an expense to determine taxable income.
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7. Priority of Repayment
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At the time of liquidation, shareholders are paid at
last, after paying debenture holders and creditors.
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At the time of liquidation, debenture holders must
be paid off before payment of shareholders.
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28.2 Types of Debenture
a.
Classification as per
transferability
i.
Registered
debentures: These
debentures are payable to the registered holders hose name appears in the
Register of debenture. These are not easily transferable.
ii.
Bearer (or
Unregistered) debentures:
These are negotiable instrument and easily transferable. It bears no stamp duty
and no record is kept in the company in respect of debenture holders.
b.
Classification as per
security
i.
Secured (or mortgaged)
debentures: Debentures which are secured by a charge on the assets of the company
are known as secured debentures. The charge may be fixed or floating.
ii.
Unsecured (or
naked) debentures: Debentures which do not create any charge on the
assets of the company are known as unsecured or naked debentures. The holders
of these debentures are ranked at per with unsecured creditors in regard to
their claims on the asset of the company.
c.
Classification as per
repayment
i.
Redeemable
debentures: These
debentures are repayable after the specific period of time as per the terms of
the issue.
ii.
Irredeemable (or
perpetual) debentures: These
debentures are not repayable during lifetime of the company. These are repaid
at the time of liquidation. These are also called Perpetual Debentures.
d.
Classification as per
convertibility
i.
Convertible
debentures: These types of
debenture may be converted into equity shares fully or partly after a certain
period of time as per the terms of the company.
ii.
Non-convertible
debentures: These debentures do not carry any right to convert them into preference
or equity shares. They are repaid at maturity.
e.
On the basis of priority
i.
First
debentures. Such debentures to be repaid in priority to
other debentures.
ii.
Second
debentures. Such debentures are to be repaid only after
first debentures have been repaid in full.
28.3 Accounting Entries of
Debentures
The Debentures should be made in the following ways:
i)
Cash
issue of Debentures.
ii)
Installment
wise Issue.
iii)
Issued
for consideration other than cash.
iv)
Issued
as Collateral security.
28.3.1 Cash issue of
Debentures: Debenture may be
issued (and also redeemed) at par, at premium or at a discount. The journal
entries are as follows:
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1.
Issued and redeemable at par:
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Bank A/c
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Dr.
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To Debenture A/c
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2.
Issued at a premium and redeemable at
par:
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Bank A/c
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Dr.
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To Debenture A/c
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To Premium on Issue of Debenture A/c
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3. Issued at a discount and redeemable at par:
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Bank A/c
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Dr.
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Discount on Issue
of Debenture A/c
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Dr.
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To Debenture A/c
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4. Issued at par and redeemable at premium:
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Bank A/c
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Dr.
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Loss on Issue of
Debenture A/c
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Dr.
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To Debenture A/c
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To Premium on Redemption of Debenture A/c
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5. Issued at a discount and redeemable at premium:
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Bank A/c
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Dr.
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Loss on Issue of
Debenture A/c
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Dr.
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To Debenture A/c
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To Premium on Redemption of Debenture A/c
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Note: Loss on Issue of Debenture =
Discount on issue + Premium on Redemption.
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6. Issued at a premium and redeemable at a premium:
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Bank A/c
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Dr.
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Loss on Issue of
Debenture A/c
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Dr.
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To Debenture A/c
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To Premium on Issue of Debenture A/c
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The “Loss on issue of Debenture Account” and “Discount
on issue of Debenture Account” appear under Misc. Expenses at the asset side of
the Balance Sheet.
The “Premium on Redemption of Debenture” appears under
Reserve & Surplus in the liabilities side of Balance Sheet.
Example :(Cash issue of Debentures)
Journalize the
following transaction.
a.
Issue
of 100 debentures of Rs.100 at a discount of 5% redeemable at par.
b.
Issue of
100 debentures of Rs.100 at a discount of 5% redeemable at a premium of 5%.
c.
Issue
of 100 debentures of Rs.100 redeemable at a premium of 5%.
d.
Issue
of 100 debentures of Rs.100 at a premium of 5% and redeemable at a premium of
5%.
Solution:
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a.
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Journal
Entries
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Dr.
|
Cr.
|
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Date
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Particulars
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Rs.
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Rs.
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Bank A/c
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Dr.
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9,500
|
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Discount on Issue
of Debenture A/c (10,000 x5%)
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Dr.
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500
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To Debenture A/c
|
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10,000
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(Issue of
debentures at Rs.100 at a discount of 5% redeemable at par.)
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Balance Sheet as on.... (Extract)
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Liabilities
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Rs.
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Assets
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Rs.
|
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Secured Loan:
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Bank
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9,500
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Debentures of
Rs.100 each
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10,000
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Misc. Expenses:
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Discount on Issue
of Debenture
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500
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10,000
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10,000
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b.
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Journal
Entries
|
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Dr.
|
Cr.
|
|
Date
|
Particulars
|
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Rs.
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Rs.
|
|
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Bank A/c
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Dr.
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9,500
|
|
|
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Discount on Issue
of Debenture A/c (10,000x5%)
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Dr.
|
500
|
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Loss on issue of
Debenture A/c
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Dr.
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500
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To Debenture A/c
|
|
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10,000
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To Premium on Redemption of Debenture A/c (10,000x5%)
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500
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(Issue of debentures at Rs.100 at a discount of 5%
redeemable at premium at 5%.)
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|
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Balance Sheet as on.... (Extract)
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Liabilities
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Rs.
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Assets
|
Rs.
|
|
Secured Loan:
|
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Bank
|
9,500
|
|
Debentures of
Rs.100 each
|
10,000
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Misc. Expenses:
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Current Liabilities & Provision
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Discount on Issue
of Debenture
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500
|
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Premium on
Redemption of Debenture
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500
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Loss on issue of
Debenture
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500
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10,500
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10,500
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c.
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Journal
Entries
|
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Dr.
|
Cr.
|
|
Date
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Particulars
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|
Rs.
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Rs.
|
|
|
Bank A/c
|
Dr.
|
10,000
|
|
|
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Loss on issue of
Debenture A/c
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Dr.
|
500
|
|
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To Debenture A/c
|
|
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10,000
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|
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To Premium on Redemption of Debenture A/c (10,000x5%)
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|
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500
|
|
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(Issue of
debentures of Rs.100 at par and redeemable at premium.)
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|
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Balance Sheet as on.... (Extract)
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Liabilities
|
Rs.
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Assets
|
Rs.
|
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Secured Loan:
|
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Bank
|
10,000
|
|
Debentures of
Rs.100 each
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10,000
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Misc. Expenses:
|
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Current Liabilities & Provision
|
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Loss on issue of
Debenture
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500
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Premium on
Redemption of Debenture
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500
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|
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10,500
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10,500
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d.
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Journal
Entries
|
|
Dr.
|
Cr.
|
|
Date
|
Particulars
|
|
Rs.
|
Rs.
|
|
|
Bank A/c
|
Dr.
|
10,500
|
|
|
|
Loss on issue of
Debenture A/c
|
Dr.
|
500
|
|
|
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To Debentures A/c
|
|
|
10,000
|
|
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To Premium on issue of Debenture A/c
|
|
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500
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To Premium on Redemption of Debenture A/c (10,000x5%)
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500
|
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(Issue of 100 debentures
of Rs.100 at a premium of 5% and redeemable at a premium of 5 %.)
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|
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Balance Sheet as on.... (Extract)
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Liabilities
|
Rs.
|
Assets
|
Rs.
|
|
Reserve & Surplus:
|
|
Bank
|
10,500
|
|
Premium on issue
of Debenture
|
500
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Misc. Expenses:
|
|
|
Secured Loan:
|
|
Loss on issue of
Debenture
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500
|
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Debentures of
Rs.100 each
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10,000
|
|
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Current Liabilities & Provision
|
|
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Premium on
Redemption of Debenture
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500
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|
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11,000
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11,000
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28.3.2
Installment wise Issue: Like
issue of shares, money may be called in part, in various stages. Entries will
be made similar to the issue of share.
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1. When the application money is received:
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Bank A/c
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Dr.
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To Debenture Application A/c
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2. When the excess application money is refunded:
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Debenture
Application A/c
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Dr.
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To Bank
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3. When the debentures are allotted:
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i) Issued at par
Debenture
Application A/c
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Dr.
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To Debentures A/c
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Debenture
Allotment A/c
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Dr.
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To Debentures A/c
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ii) Issued at a discount
Debenture
Application A/c
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Dr.
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To Debentures A/c
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|
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Debenture
Allotment A/c
|
Dr.
|
|
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Discount on Issue
of Debenture A/c
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Dr.
|
|
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To Debentures A/c
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|
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iii) Issued at premium (Assuming
prem.is paid on application.)
Debenture
Application A/c
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Dr.
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To Debentures A/c
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To Premium on Issue of Debenture A/c
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Debenture
Allotment A/c
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Dr.
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To Debentures A/c
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4. When allotment money is received:
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Bank A/c
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Dr.
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To Debenture Allotment A/c
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5. When call money is due:
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Debenture Call
A/c
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Dr.
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|
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To Debentures A/c
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6. When call money is received:
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Bank A/c
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Dr.
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To Debenture Call A/c
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Example: (Installment wise
issue)
A ltd. issued 5,000, 14%
Debentures of Rs.100 each at a premium of 10%, payable Rs.30 on application,
Rs.50 on allotment (including premium) and the balance on call. Applications
were received for 5,500 debentures. Excess applications were rejected. All
moneys were duly received. Journalize the following transaction.
Solution:
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Journal
Entries in the books of A Ltd.
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Dr.
|
Cr.
|
||
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S.L
No.
|
Date
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Particulars
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Rs.
|
Rs.
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||
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1.
|
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Bank A/c (5,500 x
Rs.30)
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Dr.
|
1,65,000
|
|
|
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|
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To Debenture Application A/c
|
|
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1,65,000
|
|
|
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(The application
money received for 5,500 debentures of Rs.30 each.)
|
|
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||
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2.
|
|
Debenture
Application A/c (500 x Rs.30)
|
Dr.
|
15,000
|
|
|
|
|
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To Bank A/c
|
|
|
15,000
|
|
|
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(The excess
application money of 500 debentures of Rs.30 each refunded as per Board’s
Resolution No… dated….)
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|
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||
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3.
|
|
Debenture
Application A/c (5,000 xRs.30)
|
Dr.
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1,50,000
|
|
|
|
|
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To 14%
Debenture A/c
|
|
|
1,50,000
|
|
|
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(The allotment of
5,000 debentures as per Board’s Resolution No… dated….)
|
|
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||
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4.
|
|
Debenture
Allotment A/c
|
Dr.
|
2,50,000
|
|
|
|
|
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To 14% Debenture A/c (5,000 x Rs.40)
|
|
|
2,00,000
|
|
|
|
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To Debenture Premium A/c (5,000 x Rs.10)
|
|
|
50,000
|
|
|
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(The allotment
money due on 5,000 debentures of Rs.40 each after adjusting premium as per
Board’s Resolution No… dated….)
|
|
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||
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5.
|
|
Bank A/c
|
Dr.
|
2,00,000
|
|
|
|
|
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To Debenture Allotment A/c
|
|
|
2,00,000
|
|
|
|
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(The allotment
money received in full.)
|
|
|
|
|
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6.
|
|
Debenture Call
A/c (5,000 x Rs.30)
|
Dr.
|
1,50,000
|
|
|
|
|
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To 14%
Debenture A/c (Note)
|
|
|
1,50,000
|
|
|
|
|
(The call money
due on 5,000 debentures of Rs.30 each as per Board’s Resolution No… dated….)
|
|
|
||
|
7.
|
|
Bank A/c
|
Dr.
|
1,50,000
|
|
|
|
|
|
To Debenture Call A/c
|
|
|
1,50,000
|
|
|
|
|
(Final call
received in full.)
|
|
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||
Note: the debenture of Rs.100 is issued at a
premium of Rs.10 (10%). So the amount payable on call is Rs.110- (30+50) =
Rs.30 per debenture.
28.3.3 Debentures Issued for
consideration other than cash: Debentures can be issued for consideration other than cash.
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1. When purchase consideration becomes due:
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||
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Sundry Asset A/c
|
Dr.
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|
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To Sundry Liabilities A/c
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|
|
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To Vendor A/c
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|
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2. When debenture is issued to satisfy the purchase consideration:
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||
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Vendor A/c
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Dr.
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To Debentures A/c
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Example:
The
B Ltd. took over the asset of the A ltd. of Rs.3,00,000 and liabilities of
Rs.1,50,000 for the purchase consideration of Rs.1,60,000. The B Ltd. settled
the purchase consideration by issuing 12% debentures of Rs.100 each. Show the
Journal entries.
Solution:
Working
Notes:
1. Net Assets taken
over = (Assets – liabilities) i.e. (3,00,000 – 1,50,000) = Rs.1,50,000
Purchase
Consideration = Rs.1,60,000
Excess amount of
Rs.(1,60,000 - 1,50,000) = 10,000 will be treated as goodwill.
2. No. of debentures
to be issued = 1,60,000 / 100 = 1,600
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Journal
Entries in the books of A Ltd.
|
|
Dr.
|
Cr.
|
|
Date
|
Particulars
|
|
Rs.
|
Rs.
|
|
|
Sundry Asset A/c
|
Dr.
|
3,00,000
|
|
|
|
Goodwill A/c
[W.n.1]
|
Dr.
|
10,000
|
|
|
|
To Sundry Liabilities A/c
|
|
|
1,50,000
|
|
|
To B Ltd. A/c
|
|
|
1,60,000
|
|
|
(The assets and
liabilities taken over.)
|
|
|
|
|
|
B Ltd. A/c
|
Dr.
|
1,60,000
|
|
|
|
To 12% Debentures A/c
|
|
|
1,60,000
|
|
|
(The issue of 12%
debenture for settlement of purchase consideration.)
|
|
|
|
28.3.4
Debenture Issued as Collateral Security: Collateral Security means secondary or supporting
security to bank or financial institution. Sometimes debenture may be issued to
them as a collateral security for loan, on repayment of loan, debentures are
released. If the loan is not repaid on due date, the lender becomes the
debenture holder and can exercise all the rights of a debenture holder. Such
holder does not receive any interest on debenture, but gets the interest on
loan amount.
There are two methods for such issue.
Method 1: No entry will be made on such issue. Only
reference is to be made in the Balance Sheet along with the loan amount.
Method 2: in this case following entry will be passed.
|
1.
When debentures are issued as collateral security:
|
||
|
|
Debenture
Suspense A/c
|
Dr.
|
|
|
To Debenture A/c
|
|
|
2. when the loan is repaid:
|
||
|
|
Debenture A/c
|
Dr.
|
|
|
To Debenture Suspense A/c
|
|
Note: From the accounting point of view Method 1 is more logical. Method 1 should be followed in this
respect.
Example : A loan was obtained from a bank of
Rs.15,00,000, giving a collateral security of Rs.20,00,000, 12% Debentures of
Rs.100 each. How will it be treated?
Solution:
Method 1:
Balance Sheet as
on....(Extract)
|
Liabilities
|
Rs.
|
Assets
|
Rs.
|
|
Secured Loan:
|
|
|
|
|
Bank loan
|
15,00,000
|
|
|
|
(Secured by issue
of Rs.20,00,000, 12% Debentures of Rs.100 each.)
|
|
|
|
Method 2:
|
|
Journal Entries
|
|
Dr.
|
Cr.
|
|
Date
|
Particulars
|
|
Rs.
|
Rs.
|
|
|
Debenture Suspense A/c
|
Dr.
|
20,00,000
|
|
|
|
To 12% Debentures A/c
(the issue of 12% debenture of Rs.20,00,000 collaterally secured as per board’s resolution No….
dated…)
|
|
|
20,00,000
|
Balance Sheet as on.... (Extract)
|
Liabilities
|
Rs.
|
Assets
|
Rs.
|
|
Secured Loan:
|
|
Debenture Suspense Account
|
20,00,000
|
|
Bank loan
|
15,00,000
|
|
|
|
12% Debentures
|
20,00,000
|
|
|
28.4 Discounts on Issue of
Debentures
i)
If the
debentures are issued at a discount, or redeemable at a premium, such discount
or premium represents capital loss and should be written off.
ii)
The
following journal entry will be passed to write off the discount.
|
Profit & Loss A/c
|
Dr.
|
|
To Discount on Issue of
Debenture A/c
|
|
Remaining balance will be shown on the asset side of
the debenture under miscellaneous expenses.
iii) If the debentures are redeemed after a
certain period of time, the total amount of discount should be written off
equally over the period after which the debenture will be redeemed.
Equal amount of discount to be written off annually
= Total Discount / No. of years of redemption of debenture
iv) When debentures are redeemed by unequal instalment,
then the total amount of issue of debentures should be written off in the ratio
in which the amount of debentures has been used each year.
v)
If the
debentures are irredeemable, the discount should be written off gradually over
a long period.
Example: N Ltd. issued 12% 4,000 debentures of Rs.100
each at a discount of 10% redeemable at par after 5 years. Show the discount on
issue of debentures account for these years if the equal amount of discount is to
be written off every year.
Solution:
Total discount allowed on issue of debentures =
(Rs.4,000 x Rs.100) x 10/100 = Rs.40,000.
Since the debentures are to be redeemed after 5 years,
the equal amount of discount to be charged to revenue each year is 40,000/5 =
Rs.8,000.
Books of N Ltd.
Discount on issue of
Debentures A/c
|
Dr.
|
|
|
|
|
Cr.
|
|
Date
|
Particulars
|
Rs.
|
Date
|
Particulars
|
Rs.
|
|
Beginning
|
To 12% Debentures
A/c
|
40,000
|
Ending
|
By Profit & Loss
A/c
|
8,000
|
|
1st
year
|
|
|
1st
year
|
By Balance c/d
|
32,000
|
|
|
|
40,000
|
|
|
40,000
|
|
2nd
year
|
To Balance b/d
|
32,000
|
2nd
year
|
By P & L A/c
|
8,000
|
|
|
|
|
|
By Balance c/d
|
24,000
|
|
|
|
32,000
|
|
|
32,000
|
|
3rd
year
|
To Balance b/d
|
24,000
|
3rd
year
|
By P & L A/c
|
8,000
|
|
|
|
|
|
By Balance c/d
|
16,000
|
|
|
|
24,000
|
|
|
24,000
|
|
4th
year
|
To Balance b/d
|
16,000
|
4th
year
|
By P & L A/c
|
8,000
|
|
|
|
|
|
By Balance c/d
|
8,000
|
|
|
|
16,000
|
|
|
16,000
|
|
5th
year
|
To Balance b/d
|
8,000
|
5th
year
|
By P & L A/c
|
8,000
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
8,000
|
28.5 Debenture Stock
Debenture stock is a document issued by a company, for
securiting a large amount of loan. A single document is issued instead of
issuing a number of debentures. It can be issued at any amount and may include
fraction amount.
28.6 Debenture Interest
Company has to pay interest on debentures at a
specified rate at regular interval (normally sixth months). Interest is payable
on nominal value of the debentures and charged against profit and debited to
Profit & Loss Account.
As per the Income Tax Act, 1956, a company is also
required to deduct tax at source (TDS), at a prescribed rate, before the
payment of interest on debenture. The journal entries will be as follows:
|
1. When interest on debenture is payable:
|
||
|
|
Interest on
Debenture A/c (total interest)
|
Dr.
|
|
|
To Debenture holders A/c (net interest)
|
|
|
|
To Tax Deducted at source A/c (TDS)
|
|
|
2. When the net interest on debenture is paid:
|
||
|
|
Debenture holders A/c
|
Dr.
|
|
|
To Bank
|
|
|
3. On transferring to Profit & Loss Account:
|
||
|
|
Profit & Loss
A/c
|
Dr.
|
|
|
To Interest on Debenture A/c
|
|
|
4. Outstanding interest on debenture:
|
||
|
|
Interest on Debenture A/c
|
Dr.
|
|
|
To Outstanding Interest on
Debenture A/c
|
|
|
5. On payment of TDS
|
||
|
|
Tax Deducted at
source A/c
|
Dr.
|
|
|
To Bank A/c
|
|
Example:
A ltd. issued 5,000, 14% Debentures of Rs.100 each on 1st January, 2009 .
Interest is payable yearly on 31st
December, 2009 .
Show the necessary journal entries relating to
debenture interest for the year ended 31st December, 2009 assuming that all money was
duly paid by the company and tax deducted at source on debenture interest rate
is 10%.
Solution:
|
|
Journal
Entries in the Books of A Ltd.
|
|
Dr.
|
Cr.
|
|
Date
|
Particulars
|
|
Rs.
|
Rs.
|
|
31.12.09
|
Interest on
Debenture A/c (5,000 x Rs.100 x 14%)
|
Dr.
|
70,000
|
|
|
|
To Debenture holders A/c
|
|
|
63,000
|
|
|
To Tax Deducted at source A/c (70,000 x 10%)
|
|
|
7,000
|
|
|
(Interest due on
debentures annually and tax deducted at source at 10% p.a.)
|
|
|
|
|
”
|
Debenture holders
A/c
|
Dr.
|
63,000
|
|
|
|
To Bank A/c
|
|
|
63,000
|
|
|
(Payment of
interest to debenture holders.)
|
|
|
|
|
”
|
Tax Deducted at
source A/c
|
Dr.
|
7,000
|
|
|
|
To Bank A/c
|
|
|
7,000
|
|
|
(Deposit of tax
deducted at source from debenture interest.)
|
|
|
|
|
”
|
Profit & Loss
A/c
|
Dr.
|
63,000
|
|
|
|
To Interest on Debenture A/c
|
|
|
63,000
|
|
|
(Transfer of
Interest on Debenture to Profit & Loss A/c.)
|
|
|
|
