12th Com Secretarial Practices Chapter 4 (Digest) Maharashtra state board

Chapter 4 Issue of Debentures

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Project on Issue of Debentures

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Issuing debentures is a common method for businesses to raise capital. Debentures are a type of long-term debt instrument that companies use to borrow money from investors with the promise to repay the principal amount along with interest at a specified date in the future. Here’s a detailed explanation of the process and implications:

Key Characteristics of Debentures

  1. Long-term Debt: Debentures are typically used for long-term financing, often with maturities extending beyond ten years.
  2. Fixed Interest Rate: Debentures generally carry a fixed interest rate, providing predictable interest payments to investors.
  3. Unsecured: Unlike bonds, debentures are usually not backed by any collateral, relying instead on the creditworthiness and reputation of the issuing company.
  4. Convertible or Non-convertible: Some debentures can be converted into equity shares of the issuing company at the option of the holder, known as convertible debentures. Non-convertible debentures remain as debt throughout their term.
  5. Redeemable or Irredeemable: Redeemable debentures are those that the company agrees to repay at a fixed date, while irredeemable debentures (also called perpetual debentures) do not have a fixed repayment date.

Process of Issuing Debentures

  1. Resolution: The company's board of directors must pass a resolution to issue debentures.
  2. Regulatory Compliance: The company must comply with regulatory requirements, including those set by the securities exchange and government agencies.
  3. Drafting the Prospectus: A prospectus outlining the terms of the debenture issue, including interest rate, maturity date, and other conditions, is prepared.
  4. Underwriting: The company may engage underwriters to guarantee the sale of the debentures.
  5. Marketing: The debentures are marketed to potential investors through various channels.
  6. Allotment: Once investors subscribe, the debentures are allotted to them, and the company receives the funds.

Advantages of Issuing Debentures

  1. Fixed Interest Costs: Predictable interest payments help in financial planning.
  2. No Dilution of Ownership: Unlike issuing equity, debentures do not dilute the ownership stake of existing shareholders.
  3. Tax Benefits: Interest payments on debentures are tax-deductible, reducing the overall tax burden.
  4. Flexibility: Companies can tailor the terms of debentures to suit their financial needs and market conditions.

Disadvantages of Issuing Debentures

  1. Obligatory Interest Payments: The company must make regular interest payments regardless of its financial performance.
  2. Repayment Obligation: The principal amount must be repaid upon maturity, which can be a significant financial burden.
  3. Credit Risk: Investors may demand higher interest rates if they perceive the company as a high credit risk.
  4. No Ownership Benefits: Unlike equity, debentures do not offer voting rights or profit-sharing to holders.

Impact on Business

  • Financial Structure: Issuing debentures increases the debt component in the company’s capital structure, which can affect its leverage and risk profile.
  • Credit Rating: The company’s credit rating can impact the interest rate it needs to offer to attract investors.
  • Investment Appeal: Debentures can attract conservative investors looking for fixed income with lower risk compared to equities.

In conclusion, issuing debentures is a strategic financial decision that can provide a business with the necessary capital for expansion and operations while balancing the benefits of debt financing against the obligations and risks involved.