Different Types of Debentures in India

Debentures are fixed income instruments that represent loans given by debenture buyers (investors) to debenture issuers (borrowers).

Debentures and bonds are two types of fixed income instruments. While they refer to completely different types of instruments in the US and UK context, the line between bonds and debentures is quite blurred in India.

The differences between debentures and bonds are discussed in detail here : Bonds vs Debentures in India

What are debentures and who issues them?

Debentures are financial instruments issued by companies to finance their projects and operations. Debentures are purchased by retail investors, other companies and even foreign entities like pension funds and hedge funds to generate returns on their investment.

But the world of debentures is vast because of the sheer types of debentures that exist in India. Let’s take a look at some of the most important types of debentures in India.

Types of debentures

Debentures can be classified based on several factors. Here are the most important ones:

  1. Issuer
  2. Security
  3. Record keeping
  4. Coupon payment
  5. Principal protection (MLDs)
  6. Convertibility to stock
  7. Listing
  8. Redemption

Types of debentures based on issuer

While debentures can be issued by any corporation, we can classify the universe of corporations based on ownership of the corporation as:

  1. Public sector companies (or Public Sector Undertakings/PSUs)
  2. Private sector companies

Debentures issued by PSUs

PSUs issue both bonds and debentures. However, debenture issuances in the form of NCDs or Non-convertible Debentures are the highest among PSUs.

Debentures issued by private sector companies

Private sector companies issue debentures to fund projects. But very often the debentures issued by private sector companies are short-term (less than 5 years).

Types of debentures based on security

Based on security as the classification factor, we have two types of debentures:

  1. Secured debentures
  2. Unsecured debentures

Secured debentures

Secured debentures are secured or backed by specific assets of the issuer as collateral. This security enhances the safety of the debenture. In case of default, debenture investors can take ownership of the collateral and sell it in the market to recover their money.

Unsecured debentures

Unsecured debentures are not backed by collateral. This makes them slightly riskier than secured debentures as investors don’t have the same recourse to recover their money.

Types of debentures based on record keeping

Debentures may or may not require record-keeping when issued. Think of this like buying chocolate using cash at a store on the street versus depositing money in a bank. The general store doesn’t really record the particular transaction but the bank maintains the record and stores and distributes it.

Similarly, debentures are of two types:

  1. Registered debentures
  2. Bearer debentures

Registered debentures

Registered debentures are those where the issuer keeps a record of the debenture holder’s details. The debenture holder must notify the issuer when he/she transfers the debenture to someone else.

Bearer debentures

Bearer debentures are simply distributed to investors without keeping record of who is buying them. Hence, bearer debentures are also sometimes called ‘unregistered debentures.’

Types of debentures based on coupon payment

Not all debentures pay coupons or interest. Hence, we can have two types of debentures based on coupon payment as the classification factor:

  1. Zero coupon debentures
  2. Coupon paying debentures

Zero coupon debentures

As the name suggests, zero coupon debentures don’t pay any coupons to the investor. Instead, these instruments offer all the profits on the maturity of the debenture.

Coupon paying debentures

Coupon paying debentures have a positive coupon rate or interest rate associated with them. The coupon payment that an investor will receive is determined by the coupon rate, the face and the payment frequency of the debenture.

Types of MLDs based on principal protection

MLDs or Market Linked Debentures have their returns linked to the performance of a market index or security price. Here’s an example to understand MLDs better:

Company A has issued a principal protected MLD (PP-MLD) that will return Rs. 110 for every Rs. 100 invested after 1 year. The condition for this return is that NIFTY 50 level after a year must be at 11,000 or above. If the condition is not met, the investor will only receive his initial investment.

MLDs are of two types based on principal protection:

  1. Principal-protected MLDs (PP-MLDs)
  2. Non-principal-protected MLDs

Principal-protected MLDs (PP-MLDs)

As the name suggests, principal protected MLDs return your principal even if the MLD condition is not met. Most MLDs issued in the Indian market are principal protected.

Non-principal-protected MLDs

Non-principle MLDs are riskier than PP-MLDs because investors can lose not only their profit but also their entire investment.

Types of debentures based on convertibility to stock

Debentures are interesting instruments because they have the potential to convert into equity or shares of the issuing company.

Companies that don’t want to dilute equity issue non-convertible debentures and get the required capital. Companies that are comfortable with diluting equity in the future, issue convertible debentures that convert into equity in the future.

The conversion of debentures into shares/equity takes place when certain conditions are met or at a predefined point in future. Also, conversion into equity may not be applicable to all the debentures. Hence, there are 3 types of debentures depending on convertibility to stock:

  1. Non-convertible debentures (NCDs)
  2. Partially convertible debentures
  3. Fully convertible debentures

Non-convertible debentures (NCDs)

Non-convertible debentures cannot be converted into stock or shares of the issuing company partially or fully.

Partially convertible debentures

Partially convertible debentures can be converted into stock or shares of the issuing company but only partially. So, after conversion, the investor will have both debentures and shares of the company.

Fully convertible debentures

Fully convertible debentures fully convert into shares of the issuing company. After the conversion, debenture holders become shareholders of the company.

Types of debentures based on listing

Debentures that are listed on a stock exchange are bound by regulations in terms of disclosures and operations. But not all debentures are listed publicly on an exchange.

Debentures that are not listed can be traded OTC (over-the-counter) and require the services of a broker who will find a buyer for your bonds. OTC bond trading requires negotiation since there is no market price like listed bonds. Also, OTC trades are generally large in size because the buyers and sellers are HNIs and institutional investors, not retail investors.

  1. Listed debentures
  2. Unlisted debentures

Listed debentures

Listed debentures are publicly listed and traded on a stock exchange. Because of market forces and given adequate liquidity, listed debentures are generally available for trade at a fair price. This works better for retail investors who don’t have the knowledge of valuing debentures.

Unlisted debentures

Unlisted debentures are traded OTC (over-the-counter). It’s not a transparent market like a stock exchange and involves dealing with brokers who negotiate on your behalf for a fee.

Types of debentures based on redemption

Debentures can be redeemed before maturity. In India, this is true for all debentures because of regulations. However, debentures may not be available for redemption. Based on this, we have two types of debentures:

  1. Redeemable debentures
  2. Irredeemable debentures

Redeemable debentures

Redeemable debentures can be redeemed at a future maturity date. On the maturity date, the investor receives the final interest payment and the initial investment made in the debenture.

Irredeemable debentures

Irredeemable debentures are debentures without a maturity date. In India, irredeemable debentures cannot be issued because of regulations. However, similar instruments called perpetual bonds exist in India and are mostly issued by financial institutions.