S.Y.B.COM
(SEMESTER - III)
HIGHER FINANCIAL ACCOUNTING
UNIT-III
ACCOUNTING FOR DEBENTURES - ISSUE AND REDEMPTION
LOAN CAPITAL : Besides raising capital by the issue of shares, a company may supplement its capital by borrowings. Such borrowings may take the form of both short term and long term borrowings. Short term borrowings by way of promissory notes, bills of exchange bank overdrafts, cash credits, public deposits, etc. are needed by a company to provide for its working capital whole long term borrowings by way of loan on mortgage of property, term loans from financial institutions, public deposits for a long period, issue of debentures, etc. are needed by a company for financing expenditure of a capital nature. Strictly speaking. "Loan Capital" of a company refers to the long term borrowings of which issue of debentures is the most important and common method adopted by companies.
As per Section 2(30) of the Companies Act, 2013 "debenture" includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not.
DIFFERENCE BETWEEN SHARES AND DEBENTURES:
(a) Nature: Shareholders are the proprietors of the company whereas debenture holders are the creditors of the company.
(b) Voting rights: Shre holders have the rights to vote in the annual general meeting and thus control the affairs of the company. Debenture holders do not have voting rights as no company shall issue any debentures carrying any voting rights.
(c) Nature of Return: Return to shareholders on the amount of investament is known as dividend and the rate of dividend is not fixed except in case of preference share. Moreover, dividend is an appropriation of profit and it is not necessary to pay dividend regularly and it is based on board of Directors decision to declare dividend. However, debenture holders get regular return at a fixed rate which is known as interest and debited to Profit & Loss. Debenture interest is payable in case of loss also.
(d) Redemption: Equity shares are generally not redeemed during the life time of the company whereas debentures are generally redeemed within a fixed period of time.
(e) Convertibility: Shares cannot be issued with the option to convert them into debentures. But debentures can be converted into shares, fully or partly, provided it shall be approved by a special resolution passed at a general meeting as per Sec. 71 of Companies; Act 2013.
TYPES OF DEBENTURES:
Classification of debentures is made as follows:
(A) BASED ON SECURITY
I. SECURED DEBENTURES: When these types of debentures are issued, some or all of the assets of the company are given as security. In other words, a charge is created on the assets of the company. Such a charge could be of two types-fixed charge or floating charge. The company cannot dispose-off such charged or mortgaged assets without the consent of the debenture holders. Secured Debentures may be issued by a company subject to the terms and conditions specified by Companies (Share Capital and Debentures) Rules, 2014. According to Rule 18 of the Companies (Share Capital and Debenture) Rules, 2014, the company shall not issue secured debentures, unless it complies with the following conditions, namely:
(i) An issue of secured debentures may be made, provided the date of its redemption shall not exceed ten years from the date of issue except infrastructure companies which may be issued for a period not exceeding thirty years.
(ii) Such an issue of debentures shall be secured by the creation of a charge, on the properties or assets of the company.
(iii) The company shall appoint a debenture trustee if offer or invitation is made to more than 500 persons for subscription of debentures.
(iv) The security for the debentures by way of a charge or mortgage shall be created in favour of the debenture trustee on-
(a) any specific movable property of the company (not being in the nature of pledge), or
(b) any specific immovable property wherever situate, or any interest therein.
II. UNSECURED DEBENTURES: Such debentures are Issued without giving any security or creating any charge on the assets of the company. On such debentures, the company only gives a promise to pay the interest on the due dates and the repayment of the principal amount on the date of maturity.
(B) BASED ON NEGOTIABILITY AND RECORD VIEWPOINT:
I. REGISTERED DEBENTURES:
The Company has Register of Debenture holder. The register contains their name, address and other particulars related to debenture holders. For the transfer of such debentures, it is essential to get the transfer in registered maintained by the company and the company makes an entry of the transfer in register maintained by the company. Such debentures are transferable in the same manner as shares by means of a proper instrument of transfer duly stamped and executed and satisfying the other requirements specified in Section 56 of the Companies Act, 2013.
II. BEARER DEBENTURES: There is no need to register the transfer of such debentures with the company. The purchaser has to make a payment to the seller of the debentures and take the delivery of the debenture instrument. Thus, bearer debentures are like currency notes and can be transferred by mere delivery.
(C) BASED ON CONVERTIBILITY:
I. CONVERTIBLE DEBENTURES: The debentures which can be converted into equity shares or is automatically converted into shares for full or part of the amount of the debentures after a specified period are known as convertible debentures.
II. NON - CONVERTIBLE DEBENTURES: Suck debentures cannot be converted into shares.
(D) BASED ON PRIORITY OF REDEMPTION:
I. FIRST DEBENTURES: such debentures have first charge on the assets given as security and are repaid before any other debentures are paid out.
II. SECOND DEBENTURES: such debentures are paid off only after the first charge or the first debentures are paid off.
ISSUE OF DEBENTURES:
Subject to the restrictions imposed by Section 71 of the Companies Act, 2013, a company can issue debentures. The procedure for issuing debentures by a company is very much similar to that of an issue of shares. Applications for debentures are invited from the public through the prospectus and the applicants are asked to pay the application money along with the applications. The company may ask for payment of the whole of the amount along with the applications or by instalments.
As per Section 71(5) of Companies Act 2013, no company shall issue a prospectus or make an offer or invitation to the public or to its members exceeding five hundred for the subscription of its debentures, unless the company has, before such issue or offer, appointed one or more debenture trustees and the conditions governing the appointment of such trustees shall be such as may be prescribed.
Debentures may be issued either, (i) AT PAR: (ii) AT A PREMIUM (iii) AT A DISCOUNT.
Again debentures may be issued by a company for cash, and for consideration other than cash.
(I) DEBENTURES ISSUED FOR CASH:
When debentures are issued for cash, the amount to be collected on them may be payable in lump sum or in instalments. Where payable in instalments, debenture application account is opened on receipt of applications. Debenture allotment Alc and debenture calls A/c are credited as against debenture A/c.
Ø Issue of Debentures at Par; Redeemable at Par
Bank A/c .......................................................... Dr
To Debentures A/c
Ø Issue of Debentures at Par; Redeemable at Premium
Bank Alc ............................................................ Dr
Loss on issue of Debentures A/c ....................... Dr
To Debentures A/c
To Premium on redemption of Debentures A/c
Ø Issue of Debentures at Premium; Redeemable at Par
Bank A/c ............................................................ Dr
To Debentures A/c
To Securities Premium A/c
Ø Issue of Debentures at Premium; Redeemable at Premium
Bank A/c ............................................................. Dr
Loss on issue of Debentures A/c ........................ Dr
To Debentures A/c
To Securities Premium A/c
To Premium on redemption of Debentures A/c
Ø Issue of Debentures at Discount; Redeemable at Par
Bank A/c ............................................................. Dr
Discount on Issue of Debentures A/c .................. Dr
To Debentures A/c
Ø Issue of Debentures at Discount; Redeemable at Premium
Bank A/c .............................................................. Dr
Discount on Issue of Debentures A/c .................. Dr
Loss on issue of Debentures A/c ......................... Dr
To Debentures A/c
To Premium on redemption of Debentures A/cREDEMPTION AT A PREMIUM: When debentures are redeemable at a premium, amount payable at time of redemption will be more than the face value of debentures by the amount of premium on redemption. It is treated as loss on issue and is debited to loss on issue of debentures account and credited to premium on redemption of debentures account. The basis purpose is to provide for the premium payable on Redemption. Security premium is utilised to write - off premium on Redemption of Debentures and Discount on issue of debentures.
As per Section 52(2) the securities premium account may be applied by the company -----
(1) In writing off the expenses of, or the commission paid or discount allowed on issue of debentures of the company;
(2) In providing for the premium payable on the redemption of any redeemable preference shares or of, any debentures of the company:
In case of short fall or absence of balance of Security Premium, Profit & Loss can also be utilised.
(II) DEBENTURES ISSUED FOR CONSIDERATION OTHER THAN CASH: It may happen that the company acquires some assets from the vendor and instead of paying the vendor in cash; the company may allot debentures in payment of purchase consideration. The issue of debentures to vendors is known as issue of debentures for consideration other than cash. In such a case, the accounting entries will be as follows:
I. For acquisition of assets:
Sundry Assets (Individually) A/c .... Dr. (With value of assets)
To Vendors A/c (With value of Debentures)
II. On allotment of debentures:
Vendors A/c ........................................ Dr. (With value of debentures)
To Debentures A/c
Notes: (i) If the value of debentures allotted is more than the agreed purchase price, the difference is debited to Goodwill Account.
(i) Similarly, if the value of debentures allotted is less than the agreed parchase price, the difference is credited to Capital Reserve Account.
REDEMPTION OF DEBENTURES:
Meaning: Redemption of debentures refers to the discharge of liability in respect of the debentures issued by a company at an agreed date. Besides, payment of interest at an agreed rate, regardless of the level of profits, debt- service includes repayment of the principal amount along with premium on redemption, if any, at the time of its maturity.
According to Section 71 (1) of the Companies Act, 2013, a company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption.
Generally, companies issue redeemable debentures which may be redeemed in the following four ways:
a. Expiry of fixed period;
b. Drawing of lot;
c. Purchase of own debentures in the open market:
d. By conversion into shares.
TYPES OF REDEMPTION OF DEBENTURES:
(a) EXPIRY OF FIXED PERIOD: In this case, all the debentures are redeemed in one instalment after expire of fixed period from date of issue of debentures. Suppose , a company issued Rs. 10,00,000 14% debentures on 1/1/2010 to be redeemed after the expiry of a period of five years. The period of debentures shall expire on 31/12/2014 and on that date amount due to debenture holders shall be paid.
(b) DRAWING OF LOT: In this case, all the debentures are redeemed within fixed period from the date of Issue of debentures. Suppose, a company issued Rs. 10, 00,000 14% debentures on 1/1/2010 to be redeemed within a period of five years in instalments of equal amounts. It means every year Rs. 2,00,000 i.e. (10,00,000/5) debentures are redeemed by the company and at the end of fifth year all the debentures get redeemed. To decide about the serial numbers of debentures to be redeemed every year, draw a lot takes place. It is because of this procedure followed, it is called redemption by 'drawing of lots'.
(c) PURCHASE OF OWN DEBENTURES IN THE OPEN MARKET: A company can acquire its own debentures from the market for cancellation (or redemption) or for the purpose of investment. Redemption of debentures may take place at any time at the discretion of the company.
(d) BY CONVERSION INTO SHARES: A company may issue convertible debentures giving option to the debenture holders to exchange their debentures for equity shares or preference shares in the company.
(III) CONVERSION OF DEBENTURES INTO SHARES: In case of convertible debentures, debentures are converted in to shares as per terms and conditions of issue of debentures.
SOURCES OF REDEMPTION OF DEBENTURES:
→ Proceeds of fresh issue of securities: In case of redemption of debentures out of proceeds of fresh issue of shares /debentures,
- Entries for the issue of shares/ debentures:
- Entry for amount payable on redemption of debentures:
Premium on Redemption of Debentures Alc (if any) .... Dr
To Debenture holders A/c
- Entry for payment to debenture holders:
Debenture holders A/c .................................................... Dr.
To Bank A/c
----> OUT OF PROFITS:
(IV) DEBENTURE REDEMPTION RESERVE:
● Redemption out of profits: Section 71(4) of Companies Act 20013 states that when debentures are issued by company under this section, the company shall create a debenture redemption reserve account out of the profits of the company available for payment of dividend and the amount credited to such account shall not be utilised by the company except for the redemption of debentures.
● Thus, in this case, profit earned is appropriated for the purpose of redemption of debentures and is transferred to "Debenture Redemption Reserve Account (DRR)". DRR represents retention out of profits made for purpose of redeeming debentures. As it is created for a specific pupose out of revenue profits, it may be classified as specific revenue reserve.
Rule 18(7) of Companies (Share Capital and Debentures) Rules, 2014 prescribes the following conditions
The company shall create a Debenture Redemption Reserve for the purpose of redemption of debentures, in accordance with the conditions given below-
(a) the Debenture Redemption Reserve shall be created out of the profits of the company available for payment of dividend;
(b) the company shall create Debenture Redemption Reserve (DRR) in accordance with following conditions :-
|
Types of Companies |
Types of Debentures |
DRR percent |
|
All India Financial Institutions Regulated by the
Reserve Bank of India (RBI) |
Public and privately placed debentures |
NIL |
|
Banking Companies |
Public and privately placed debentures |
NIL |
|
Non banking Financial Companies (NBFC) and other
Financial Institution covered by section2(72) of the companies Act,2013 |
Public issued debentures |
25 |
|
privately placed debentures |
NIL |
|
|
Other Companies (listed or unlisted) |
Public and privately placed debentures, as applicable |
25 |
(c) Every company required to create Debenture Redemption Reserve shall on or before the 30th day of April in each year, invest or deposit, as the case may be, a sum which shall not be less than fifteen percent (15℅), of the amount of its debentures maturing during the year ending on the 31st day of March of the next year, in bank deposits or certain other specified securities.
-- The amount invested or deposited as above shall not be used for any purpose other than for redemption of debentures maturing during the year.
(d) In case of partly convertible debentures, Debenture Redemption Reserve shall be created in respect of non-convertible portion of debenture issue in accordance with this sub-rule.
(e) the amount credited to the Debenture Redemption Reserve shall not be utilised by the company except for the purpose of redemption of debentures.
As per Section 71(8) A company shall pay interest and redeem the debentures in accordance with the terms and conditions of their issue.
Various methods of Redemption of Debenture
(1) Debenture Redemption Fund/Sinking Fund Method
(2) Insurance Policy Method
(3) Purchase of Debentures in the Open Market
(1) Debenture Redemption Fund/Sinking Fund Method:
The Accounting entries in such a case will be as follows:
First Year (At the end)
(1) On transfer of profits to Debenture Redemption Fund Account:-
Profit and Loss A/c ......................... Dr. (With the annual amount set aside out of profit)
To Debenture Redemption Fund A/c
(2) On investment of the amount of the profit set aside in readily marketable securities :-
Debenture Redemption Fund Investment A/c ................................. Dr. (With the amount invested)
To Bank A/c
Debenture Redemption Fund Investment Account will appear under the heading Non-Current Investment under Non-current Assets on the asset side of the Balance Sheet while Debenture Redemption Fund Account will appear on the Equity & Liabilities side under the head Reserve & Surplus of the Balance Sheet.
Second and subsequent years over the life of the Debenture excepting; the last year (At the end)-
(1) On receipt of the interest on Debenture Redemption Fund Investment-
Bank A/c ...................................... Dr. (With the amount of interest received on investment)
To Interest on Debenture Redemption Fund Investment A/c
(2) On transfer of the interest to Debenture Redemption Fund-
Interest on Debenture Redemption Fund Investment A/c ................................. Dr.
To Debenture Redemption Fund A/c (Amount of interest received on investment)
Note: (a) Interest received will be withdrawn and credited to the Profit & Loss A/c when the fund non cumulative.
(b) Interest received will not be withdrawn and will not be credited to the Profit & Loss A/c rather it will be credited to DRF as it is reinvested when fund is cumulative.
(3) On Transfer of profits to Debenture Redemption Fund Account-
Profit and Loss A/c ....................... Dr. (with the annual amount of profit set aside)
To Debenture Redemption Fund A/c
(4) On Investment of annual profit and interest received on investment-
Debenture Redemption Fund Investment A/c .................. Dr. (with the total amount of profit set aside plus interest received on investments)
To Bank A/c
IN THE LAST YEAR WHEN THE DEBENTURES BECOME DUE FOR REDEMPTION (AT THE END) -
(1) On receipt of interest on Debenture Redemption Fund Investment-
Bank A/c ................................... Dr.
(With the amount of interest received on investment)
To Interest on Debenture Redemption Fund Investment A/c
(2) On transfer of the interest to Debenture Redemption Fund-
Interest on Debenture Redemption Fund Investment A/c ......................... Dr.
To Debenture Redemption Fund A/c (Amount of interest received on investment)
(3) On transfer of profits to Debenture Redemption Fund A/c -
Profits and Loss A/c Dr.
(With the amount of annual profit set aside)
To Debenture Redemption Fund A/c
(4) On realization of investments made so as to provide cash for the redemption -
Bank A/c .......................................... Dr.(With the realized value of Investments)
Debenture Redemption Fund A/c....Dr.
(In case of Loss)
To Debenture Redemption Fund Investments A/c
To Debenture Redemption Fund A/c (In case of Profit)
(5) On transfer of amount of debenture to Debenture holders A/c for payment to be made-
Debentures A/c ................................................. Dr.(With the nominal value of the debenture)
Premium on Redemption of Debentures A/c .... Dr.(With amount of premium on redemption)
To Debenture holders A/c (Amount payable)
(6) On Payment-
Debenture holders A/c Dr. (with the amount paid)
To Bank A/c
(7) Loss on Issue of Debentures charged to DRF A/c -
Debenture Redemption Fund A/c Dr.
To Loss on Issue of Debentures A/c (On account of premium on redemption)
(8) Balance of DRF transferred to General Reserve -
Debenture Redemption Fund A/c ....... Dr.
P&L A/c ................................................ Dr.
To General Reserve A/c
To Capital Reserve A/c
NOTES:
(1) No investment should be made in the last year for the simple reason that payment have to be made to the Debenture holders in the last year by realizing the investments. Therefore, there is no logic behind making investment in the last year and then immediately realizing the same.
(2) If the Debentures are redeemable at a premium, the total amount to be accumulated in Debenture Redemption Fund Account must include the amount of premium.
(3) The balance to the Credit of DRF, in certain circumstances may either be more or less as compared to the amount of debentures which are proposed to be redeemed.
--> If it is in excess, the amount is transferred to the capital reserve, on the assumption that it is a capital profit received on the appreciation in the value of investment or settlement of liability for the lesser amount that was usually payable.
--> On the other hand if it is short, the deficit is made up by the transfer from Profit & Loss A/c. The balance in the account, equal to the nominal value of Debentures redeemed is subsequently transferred to General Reserve.
(2) INSURANCE POLICY METHOD: Under this method also, profits are set aside and credited to Debenture Redemption Fund Account in the same manner as it is done in case of Sinking Fund Method. Under this method an insurance policy for the required amount is to be taken for the redemption of debentures at the end of a fixed period. Under this system, the premium is paid regularly in instalments and the insurance company, in its turn, returns the total accunmulated money at the expiry of the period. Money so received is used for redeeming debentures. This method differs from the sinking fund method only in respect of interest on investment. Unlike sinking fund method, the insurance company does not give any interest on the instalments received. Thus, the difference between the policy amount and the total amount of premium paid on the policy is the total amount of interest that accrues on the premiums paid.
ADVANTAGE
--> The policy is not subscribed to any fluctuation in prices unlike securities in the Sinking Fund Method and as such the exact sum insured will be available at maturity.
DISADVANTAGES
(3) PURCHASE OF DEBENTURES IN THE OPEN MARKET:
A company if authorised by its articles of association, can buy its own debentures in the open market. The debentures so purchased can be used either for immediate cancellation or redemption of debentures or for investment. The debentures so purchased for investment can subsequently either be reissued when the company requires additional cash or be cancelled if the company so desires. Debentures when purchased for investment are popularly known as "Own Debentures".
EXAMPLES
1. ABC Ltd. issued debentures on 1st April, 2017 and on the same day Securities Premium A/c had a balance of Rs. 50,000. Pass journal entries at the time of issue of debentures.
1) Company issued 2000, 12% Debentures of Rs. 100 each at par, redeemable at par.
2) Company issued Rs.40,000, 10% Debentures at par, redeemable at 10% premium.
3) Company issued Rs. 1,00,000, 12% Debentures at a premium of 5%, redeemable at par.
4) Company issued Rs 1,00,000, 12% Debentures at a premium of 10%, redeemable at 20% premium.
5) Company issued Rs.2,00,000, 11% Debentures at a discount of 5%, redeemable at par.
6) Company issued Rs. 1,00,000, 13% Debentures at discount of 5%, redeemable at 10% premium.
2. DEF Ltd. acquired Fixed Assets valued at Rs. 6,00,000, Current Assets valued at Rs. 1,00,000 and liabilities valued Rs. 1,00,000. It agreed to discharge the purchase price by issue of 12% Debentures of Rs. 100 each on 1st April, 2017. On the same day Securities Premium A/c had a balance of Rs. 40,000. Pass journal entries under the each of the following situations:
a) Purchase price of Rs. 6,00,000 and 12% debentures are issued at par.
b) Purchase price of Rs. 6,70,000 and 12% debentures are issued at par.
c) Purchase price of Rs. 5,80,000 and 12% debentures are issued at par.
d) Purchase price of Rs. 6,50,000 and 12% debentures are issued at 30% premium.
e) Purchase price of Rs. 5,40,000 and 12% debentures are issued at 10% discount.
3. GHI Ltd. issued 55,000 shares of Rs. 10 each at par to redeem Rs. 5,00,000 12% debentures of Rs. 100, each at 10% premium. Journalese.
4. JKL Ltd. redeemed 30,000, 12 % Debentures of Rs. 100 each which were isued at par, due for redemption at 105% through conversion on 31.3.2018. Pass necessary journal entry in each of the following case.
(a) When debentures are redeemed by conversion into equity shares of Rs. 10 each at par.
(b) When debentures are redeemed by conversion into equity shares of Rs. 10 each at 5% premium.
(c) When debentures are redeemed by conversion into equity shares of Rs. 10 each at a premium of Rs. 40.
5. MNO Ltd. redeemed 6,000, 12% Debentures of Rs. 100 each on 31st March, 2018 at a premium of 5%. The premium on redemption should be written-off using balance from Securities Premium A/c. The company offered three options to Debenture holders as follows
Option - 1: 13% Preference Shares of Rs. 10 at Rs. 12;
Option - 2 : 14% Debentures of Rs. 100 at par;
Option - 3 : Redemption in cash.
The options were accepted as under :
Option - 1 by holders of 1,800 debentures; Option - 2 by holders of 2,200 debentares; Option - 3 by holders of 2,000 debentures. The redemption was carried out by the company. Show Journal entries. (lgnore debenture Interest.)
6. PQR Ltd. issued 15,000 12% Debentures of Rs. 100 each on 1/04/2013 at a discount of 5% repayable at a premium of 10% after five years our of the profits of the company. On this day, the balance in Securities Premium A/c was Rs. 3,00,000. On 31/03/2017, the balance in the Debenture Redemption Reserve was Rs. 3,00,000. Pass journal entries at the time of issue and redemption of dehentures. (Ignore debenture interest).
7. On 1st April, 2014, STU Ltd. issued 12%, 5,000 Debentures of Rs.100 each at par, redeemable at par after 4 years. To collect funds for redemption, the company decided to establish a cumulative Sinking Fund. Investments which were to be made to the nearest rupee were to earn interest @ 10% per annum. Sinking fund table shows that Rs. 0.2155 invested every year for 4 years @ 10% per annum will accumulate Rs.1.
On 31st March 2018, the investments were sold at a loss of 2% and the debentures were duly redeemed. Pass journal entries (ignore debeature interest).
8. WXY Ltd. issued on 1-04-2014 10,000, 6% redeemable debentures of Rs. 100 each at par redeemable at a premium of 10 % after 4 years. The company decided to set up a cumulative sinking fund for the redemption of the debentures setting aside necessary amount every year and investing it in investments carrying 5% interest p.a. Sinking Fund table shows that the factor for 4 years @ 5% was Rs. 0.232012. Investments were made in multiples of Rs.100 only. On 31-03-2018, the sinking fund investments were sold for Rs. 8,15,000 and debentures were redeemed. You are required to prepare 6% Debenture A/c, Debenture Redemption Fund A/c, Debenture Redemption fund Investment A/c, Interest on Debenture Redemption Fund Investment A/c, Premium on Redemption of Debenture A/s, Debenture holders A/c and Loss on Issue of Debentures A/c (ignore debenture interest).
9. The Balance Sheet of Z Ltd. disclosed the following information on 1-04-2016.
13% Debenture A/c ....................................................................................................... 7,00,000
Debenture RedemptionFund A/c .................................................................................. 5,17,450
13% Debenture RedemptionFund Investment A/c ........................................................ 5,00,000
Loss on Issue of Debentures A/c (15% premium on redemption) ................................ 1,05,000
The annual contribution to the Debenture Redemption Fund was Rs. 70,000. The Debentures were redeemable on 31-03-2018. On 31-03-2018, the investments were sold for Rs. 7,00,000 and the debentures were redeemed. Prepare 13% Debenture A/c, Debenture Redemption Fund A/c, 13 % Debenture Redemption Fund Investment A/c and Loss on Issue of Debentures A/c for the years 2016-17 and 2017-18 (ignore debenture interest).
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