Issue of Debentures
Company Accounts — Part 2
Debentures are the most important borrowing instrument for companies. This chapter covers everything from the meaning and types of debentures to every possible journal entry scenario — issue at par, premium, discount, collateral security, over and under subscription, redemption terms, debenture interest with TDS, and writing off the Loss on Issue — with 12 solved numericals, 40 MCQs, and a 40-question live quiz.
What is a Debenture — and How is it Different from a Share?
In Chapter 7, we studied how a company raises capital from its owners (shareholders). A company also borrows money from the public by issuing debentures. A debenture holder is a creditor of the company, not an owner. The company must pay interest on debentures whether it makes a profit or not, and must repay the principal on maturity. The accounting for debenture issue is the focus of this entire chapter.
1. Meaning and Features of a Debenture
A debenture is a written acknowledgement of debt by a company under its common seal. It is an instrument through which a company borrows money from the public for a fixed period at a fixed or floating rate of interest. The word comes from the Latin debentur, meaning "there are owed."
Fixed Interest Rate
Debentures carry a fixed (or pre-determined) rate of interest, stated on the certificate itself (e.g., "12% Debentures"). Interest is paid regardless of profit.
Charge on Assets
Secured debentures are backed by a charge on the company's specific or floating assets. If the company defaults, debenture holders can recover money by selling those assets.
No Voting Rights
Debenture holders are creditors, not members. They have no voting rights in the general meetings of the company.
Redeemable
Debentures are usually redeemed (repaid) on a fixed date or after a specified period. The company is obligated to repay the principal.
Debenture Certificate
Each debenture holder receives a Debenture Certificate, stating the face value, interest rate, terms of repayment, and any security charged.
Interest is a Charge
Unlike dividend on shares, debenture interest is a charge against profits (not an appropriation). It must be paid even if the company incurs a loss.
2. Types of Debentures
| Basis of Classification | Type | Meaning |
|---|---|---|
| Security | Secured (Mortgage) Debentures | Backed by a charge on the company's assets (fixed or floating). Debenture holders can enforce the charge if interest or principal is not paid. |
| Unsecured (Naked/Simple) Debentures | Not backed by any charge on assets. Treated as ordinary creditors on insolvency. | |
| Convertibility | Convertible Debentures | Can be converted into equity shares after a specified period. Fully or partly convertible. |
| Non-Convertible Debentures (NCD) | Cannot be converted into shares. Must be repaid in cash on maturity. | |
| Redemption | Redeemable Debentures | Principal is repaid to debenture holders on or before maturity. Most common type. |
| Irredeemable (Perpetual) Debentures | No fixed maturity date. Company pays interest indefinitely. Rarely issued today. | |
| Interest Rate | Fixed Rate Debentures | Interest rate is fixed for the entire tenure. |
| Floating Rate Debentures | Interest rate varies with market benchmark rates. | |
| Registration | Registered Debentures | Name of holder is registered with the company. Transfer requires registration formality. |
| Bearer Debentures | Transferable by delivery like cash. Holder is presumed to be the owner. |
3. Difference Between a Share and a Debenture
| Basis | Share | Debenture |
|---|---|---|
| Nature | Represents ownership in the company | Represents a loan to the company |
| Holder | Shareholder is a member (owner) | Debenture holder is a creditor |
| Return | Dividend — not fixed, depends on profit | Interest — fixed rate, paid regardless of profit |
| Charge on profit | Dividend is an appropriation of profit | Interest is a charge against profit |
| Voting Rights | Equity shareholders have full voting rights | Debenture holders have no voting rights |
| Repayment | Share capital is not repaid during the life of the company (generally) | Debentures are repaid (redeemed) on maturity |
| Issue at Discount | Cannot be issued at discount (except ESOP) | Can be issued at discount |
| Priority on Winding Up | Shareholders paid last | Debenture holders paid before shareholders |
| Security | No charge on assets | May be secured by a charge on assets |
4. Issue of Debentures for Cash: At Par, Premium, and Discount
Like shares, debentures are issued through a process of application and allotment. The money is typically collected in one or two instalments. The key difference is the accounting for discount (which creates a Loss on Issue of Debentures) and the treatment of premium on issue vs premium on redemption.
Issue at Par
When Issue Price = Face Value. Example: 12% Debentures of ₹100 each issued at ₹100.
| Stage | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Application received | Bank A/c Dr. | ✕✕ | ||
| To Debenture Application A/c | ✕✕ | |||
| (Application money received for X debentures) | ||||
| On allotment | Debenture Application A/c Dr. | ✕✕ | ||
| To X% Debentures A/c | ✕✕ | |||
| (Debentures allotted; application money transferred to Debentures Account at face value) | ||||
Issue at Premium
When Issue Price > Face Value. Example: ₹100 debenture issued at ₹110 (premium ₹10). The premium is credited to Securities Premium Reserve A/c.
| Stage | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Application received | Bank A/c Dr. | ✕✕ | ||
| To Debenture Application A/c | ✕✕ | |||
| (Application at ₹110 per debenture received) | ||||
| On allotment | Debenture Application A/c Dr. | ✕✕ | ||
| To X% Debentures A/c | ✕✕ (face value) | |||
| To Securities Premium Reserve A/c | ✕✕ (premium) | |||
| (Debentures allotted: face value credited to Debentures A/c, premium to Securities Premium Reserve A/c) | ||||
Issue at Discount
When Issue Price < Face Value. Example: ₹100 debenture issued at ₹95 (discount ₹5). The discount is debited to Discount on Issue of Debentures A/c (or Loss on Issue of Debentures A/c). This account is a fictitious asset, written off over the life of the debentures.
| Stage | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Application received | Bank A/c Dr. | ✕✕ (at ₹95) | ||
| To Debenture Application A/c | ✕✕ | |||
| (Application money at ₹95 per debenture received) | ||||
| On allotment | Debenture Application A/c Dr. | ✕✕ (₹95) | ||
| Discount on Issue of Debentures A/c Dr. | ✕✕ (₹5) | |||
| To X% Debentures A/c | ✕✕ (₹100 face value) | |||
| (Debentures allotted; discount on issue debited as a deferred cost) | ||||
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 10,00,000 | |||
| To Debenture Application A/c | 10,00,000 | |||
| (Application money received: 2,000 x ₹500) | ||||
| Debenture Application A/c Dr. | 10,00,000 | |||
| To 12% Debentures A/c | 10,00,000 | |||
| (2,000 debentures of ₹500 allotted at par; application transferred to Debentures A/c) | ||||
Working: Issue price = ₹1,000 + ₹100 = ₹1,100. Total received = 1,000 x ₹1,100 = ₹11,00,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 11,00,000 | |||
| To Debenture Application A/c | 11,00,000 | |||
| (Application at ₹1,100 per debenture: 1,000 x ₹1,100) | ||||
| Debenture Application A/c Dr. | 11,00,000 | |||
| To 10% Debentures A/c | 10,00,000 | |||
| To Securities Premium Reserve A/c | 1,00,000 | |||
| (1,000 debentures of ₹1,000 allotted at ₹100 premium; premium to Securities Premium Reserve) | ||||
Working: Issue price = ₹95. Discount = ₹5 per debenture. Total received = 5,000 x ₹95 = ₹4,75,000. Face value total = 5,000 x ₹100 = ₹5,00,000. Discount = ₹25,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 4,75,000 | |||
| To Debenture Application A/c | 4,75,000 | |||
| (Application money received at ₹95 per debenture) | ||||
| Debenture Application A/c Dr. | 4,75,000 | |||
| Discount on Issue of Debentures A/c Dr. | 25,000 | |||
| To 12% Debentures A/c | 5,00,000 | |||
| (5,000 debentures of ₹100 each allotted; discount of ₹5 per debenture recorded as fictitious asset) | ||||
5. Issue of Debentures for Consideration Other Than Cash
A company may issue debentures to a vendor from whom it has purchased assets (land, machinery, goodwill) without paying cash. The asset is debited at the agreed value and debentures are credited at face value. Any difference is treated as premium or discount.
| Situation | Entry |
|---|---|
| Asset purchased, debentures at par | Asset A/c Dr. (agreed value) → To X% Debentures A/c (face value) |
| Asset purchased, debentures at premium | Asset A/c Dr. (agreed value) → To X% Debentures A/c (face value) + To Securities Premium Reserve A/c (premium) |
| Asset purchased, debentures at discount | Asset A/c Dr. (agreed value) + Discount on Issue A/c Dr. (discount) → To X% Debentures A/c (face value) |
Working: Number of debentures x issue price = 5,000 x ₹110 = ₹5,50,000 ✔ (matches asset value). Share Capital portion = 5,000 x ₹100 = ₹5,00,000. Premium = 5,000 x ₹10 = ₹50,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Machinery A/c Dr. | 5,50,000 | |||
| To 10% Debentures A/c | 5,00,000 | |||
| To Securities Premium Reserve A/c | 50,000 | |||
| (5,000 debentures of ₹100 each issued at ₹10 premium to vendor for machinery) | ||||
Working: 5,000 debentures at ₹96 = ₹4,80,000 ✔. Face value = ₹5,00,000. Discount = 5,000 x ₹4 = ₹20,000. Land is debited at agreed value ₹4,80,000; debentures credited at face value ₹5,00,000; difference of ₹20,000 is discount debited.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Land A/c Dr. | 4,80,000 | |||
| Discount on Issue of Debentures A/c Dr. | 20,000 | |||
| To 12% Debentures A/c | 5,00,000 | |||
| (5,000 debentures of ₹100 each at 4% discount issued to vendor for land worth ₹4,80,000) | ||||
6. Issue of Debentures as Collateral Security
When a company takes a loan from a bank, it may pledge (hypothecate) debentures as additional (collateral) security. If the company fails to repay the loan, the bank can sell these debentures to recover its money. The actual loan is the primary security; the debentures are only the backup.
There are two methods of recording collateral security:
Method 1 — No Journal Entry (Most Common)
No entry is made in the books because no actual liability exists unless the loan is defaulted. The bank loan is already recorded. The company simply adds a note in the Balance Sheet:
In the Balance Sheet, these debentures appear as a note below the bank loan — NOT as a separate liability.
Method 2 — Journal Entry in the Books
Some companies prefer to record the debentures issued as collateral with an entry using a Debenture Suspense Account:
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| When debentures are pledged | Debenture Suspense A/c Dr. | ✕✕ | ||
| To X% Debentures A/c | ✕✕ | |||
| (Debentures issued as collateral security for bank loan) | ||||
| When loan is repaid | X% Debentures A/c Dr. | ✕✕ | ||
| To Debenture Suspense A/c | ✕✕ | |||
| (Debentures cancelled on repayment of bank loan) | ||||
Method 1 (No Entry) — Balance Sheet Extract:
| Liabilities | ₹ |
|---|---|
| Long-term Borrowings: Bank Loan (secured by charge on assets and by debentures of ₹10,00,000 issued as collateral security) | 8,00,000 |
Method 2 (Entry Made) — Journal Entry and Balance Sheet Extract:
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Debenture Suspense A/c Dr. | 10,00,000 | |||
| To 12% Debentures A/c | 10,00,000 | |||
| (1,000 debentures of ₹1,000 each issued as collateral security for bank loan of ₹8,00,000) | ||||
| Liabilities | ₹ | Assets | ₹ |
|---|---|---|---|
| Long-term Borrowings: Bank Loan 12% Debentures (collateral) | 8,00,000 10,00,000 | Other Non-current Assets: Debenture Suspense A/c | 10,00,000 |
7 and 8. Over-Subscription and Under-Subscription of Debentures
Over-Subscription
When applications received exceed the number of debentures offered. Treatment is similar to shares: excess application money is refunded. The company allots debentures to the extent offered and refunds the rest.
Under-Subscription
When applications received are less than the debentures offered. The company proceeds with allotment of only those debentures for which applications were received (unlike shares, where minimum subscription rules are stricter). For debentures, there is no SEBI minimum subscription requirement in the same manner.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 15,00,000 | |||
| To Debenture Application A/c | 15,00,000 | |||
| (Application money received for 15,000 debentures at ₹100 each) | ||||
| Debenture Application A/c Dr. | 15,00,000 | |||
| To 12% Debentures A/c | 10,00,000 | |||
| To Bank A/c (refund for 5,000 excess) | 5,00,000 | |||
| (10,000 debentures allotted; excess application money for 5,000 debentures refunded) | ||||
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 30,00,000 | |||
| To Debenture Application A/c | 30,00,000 | |||
| (Applications received for 6,000 debentures at ₹500 each) | ||||
| Debenture Application A/c Dr. | 30,00,000 | |||
| To 10% Debentures A/c | 30,00,000 | |||
| (6,000 debentures allotted; company proceeds with partial issue) | ||||
9. Issue of Debentures with Terms of Redemption
The terms of redemption state how and at what price the company will repay the debentures on maturity. This creates an important accounting concept: the Loss on Issue of Debentures.
Four Possible Combinations:
| Issued At | Redeemable At | Loss on Issue per Debenture | Notes |
|---|---|---|---|
| Par (₹100) | Par (₹100) | Nil | Simple case; no loss on issue |
| Premium (₹110) | Par (₹100) | Nil — premium received | Securities Premium created; no loss |
| Par (₹100) | Premium (₹110) | ₹10 (premium on redemption) | Loss on Issue = premium to be paid at redemption |
| Discount (₹95) | Premium (₹110) | ₹15 (discount ₹5 + premium ₹10) | Double loss: discount on issue + premium on redemption |
Journal Entry — Issued at Par, Redeemable at Premium:
| Stage | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| On allotment | Debenture Application A/c Dr. (issue price ₹100) | ✕✕ | ||
| Loss on Issue of Debentures A/c Dr. (₹10 per deb) | ✕✕ | |||
| To X% Debentures A/c (face value ₹100) | ✕✕ | |||
| To Premium on Redemption of Debentures A/c (₹10) | ✕✕ | |||
| (Debentures issued at par but redeemable at ₹110; loss on issue = premium on redemption ₹10 per deb) | ||||
Working: Loss on Issue = Premium on redemption = ₹5 per debenture. Total Loss on Issue = 10,000 x ₹5 = ₹50,000. Total Premium on Redemption = ₹50,000. Total Debentures at face value = 10,000 x ₹100 = ₹10,00,000. Total money received (at par) = ₹10,00,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 10,00,000 | |||
| To Debenture Application A/c | 10,00,000 | |||
| (Application money received at par: 10,000 x ₹100) | ||||
| Debenture Application A/c Dr. | 10,00,000 | |||
| Loss on Issue of Debentures A/c Dr. | 50,000 | |||
| To 12% Debentures A/c | 10,00,000 | |||
| To Premium on Redemption of Debentures A/c | 50,000 | |||
| (10,000 debentures at par; redeemable at ₹105; loss on issue = ₹5 per deb = ₹50,000) | ||||
Working: Issue price = ₹95. Redemption price = ₹110. Loss on Issue per debenture = Discount ₹5 + Premium on Redemption ₹10 = ₹15. Total Loss on Issue = 5,000 x ₹15 = ₹75,000. Total money received = 5,000 x ₹95 = ₹4,75,000. Debentures face value = ₹5,00,000. Premium on Redemption = 5,000 x ₹10 = ₹50,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Bank A/c Dr. | 4,75,000 | |||
| To Debenture Application A/c | 4,75,000 | |||
| (Application at ₹95 per debenture: 5,000 x ₹95) | ||||
| Debenture Application A/c Dr. | 4,75,000 | |||
| Loss on Issue of Debentures A/c Dr. | 75,000 | |||
| To 10% Debentures A/c | 5,00,000 | |||
| To Premium on Redemption of Debentures A/c | 50,000 | |||
| (5,000 debentures at ₹95 discount, redeemable at ₹110; total loss on issue = ₹5 discount + ₹10 redemption premium = ₹15 per deb) | ||||
10. Debenture Interest (Including TDS)
Debenture interest is a charge against profit, not an appropriation. This means it must be paid whether or not the company earns profit. It is calculated on the face value of debentures at the rate stated (e.g., 12% per annum).
Interest Calculation:
TDS (Tax Deducted at Source) on Debenture Interest:
When a company pays debenture interest, it is required to deduct Tax Deducted at Source (TDS) at the applicable rate (10% for resident debenture holders) and deposit it with the government. The debenture holder receives the net amount (after TDS deduction).
Journal Entries for Debenture Interest:
| Step | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| Step 1: Interest accrued | Debenture Interest A/c Dr. (gross interest) | ✕✕ | ||
| To Outstanding Debenture Interest A/c (net interest after TDS) | ✕✕ | |||
| To TDS Payable A/c (TDS amount) | ✕✕ | |||
| (Interest accrued; TDS deducted at source) | ||||
| Step 2: Interest paid to holders | Outstanding Debenture Interest A/c Dr. | ✕✕ | ||
| To Bank A/c | ✕✕ | |||
| (Net interest paid to debenture holders after TDS deduction) | ||||
| Step 3: TDS deposited | TDS Payable A/c Dr. | ✕✕ | ||
| To Bank A/c | ✕✕ | |||
| (TDS deposited with the government) | ||||
| Step 4: Transfer to P&L | Statement of Profit & Loss (Finance Costs) Dr. | ✕✕ | ||
| To Debenture Interest A/c | ✕✕ | |||
| (Debenture interest transferred to Statement of Profit and Loss as finance cost) | ||||
Working: Total face value = 8,000 x ₹500 = ₹40,00,000. Gross interest = ₹40,00,000 x 12/100 = ₹4,80,000. TDS = ₹4,80,000 x 10/100 = ₹48,000. Net interest payable = ₹4,80,000 − ₹48,000 = ₹4,32,000.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| 31st March | Debenture Interest A/c Dr. | 4,80,000 | ||
| To Outstanding Debenture Interest A/c | 4,32,000 | |||
| To TDS Payable A/c | 48,000 | |||
| (Annual debenture interest accrued at 12%; TDS deducted at 10%) | ||||
| 31st March | Statement of P & L (Finance Costs) Dr. | 4,80,000 | ||
| To Debenture Interest A/c | 4,80,000 | |||
| (Debenture interest transferred to P&L as finance charge) | ||||
| 1st April | Outstanding Debenture Interest A/c Dr. | 4,32,000 | ||
| To Bank A/c | 4,32,000 | |||
| (Net interest paid to debenture holders after deducting TDS) | ||||
| 1st April | TDS Payable A/c Dr. | 48,000 | ||
| To Bank A/c | 48,000 | |||
| (TDS deposited with the Income Tax Department) | ||||
11. Writing off Discount/Loss on Issue of Debentures
The Discount on Issue or Loss on Issue of Debentures is a fictitious asset that must be gradually written off. It is not written off in one year because the benefit (the loan amount received) lasts over the entire life of the debentures. Writing it off annually spreads the cost over the period of borrowing.
Methods of Writing Off:
| Method | Entry | When Used |
|---|---|---|
| Method 1: Against Statement of Profit and Loss | Statement of P&L Dr. → To Discount/Loss on Issue A/c (Equal annual amount = Total Loss ÷ Life of Debentures) | Most common; reduces profit each year |
| Method 2: Against Securities Premium Reserve | Securities Premium Reserve A/c Dr. → To Discount/Loss on Issue A/c | When the company has a Securities Premium Reserve balance available; preserves the P&L |
Working: Face value = 2,000 x ₹500 = ₹10,00,000. Discount = 10% of ₹10,00,000 = ₹1,00,000. Life = 5 years. Annual write-off = ₹1,00,000 ÷ 5 = ₹20,000 per year.
| Date | Particulars | L.F. | Dr. (₹) | Cr. (₹) |
|---|---|---|---|---|
| 31 March 20X2 (Method 1) | Statement of P & L Dr. | 20,000 | ||
| To Discount on Issue of Debentures A/c | 20,000 | |||
| (1/5th of discount on issue written off in Year 1 against P&L) | ||||
| 31 March 20X2 (Method 2) | Securities Premium Reserve A/c Dr. | 20,000 | ||
| To Discount on Issue of Debentures A/c | 20,000 | |||
| (Alternatively, discount written off against Securities Premium Reserve balance) | ||||
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40 MCQs — Issue of Debentures
Q 1–20: Concepts and theory. Q 21–40: Numerical and application. Correct answer with explanation shown below each question.
Chapter 8 — Live Quiz
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