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Long Answer Questions · Q2

Q.Distinguish between a debenture and a share. Why is debenture known as loan capital? Explain.

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A debenture is a debt instrument representing a loan to the company, while a share represents ownership. Debentures are called loan capital because they are borrowed funds that must be repaid, unlike share capital which is permanent.

Understanding the Core Difference

The fundamental distinction between a debenture and a share lies in the relationship each creates between the investor and the company. When you buy a share, you become a part-owner of the company — a shareholder. When you buy a debenture, you become a creditor of the company — a lender.

This difference is not just technical; it determines everything about the rights, risks, and returns of each instrument.

Debenture vs Share: Key Differences

BasisDebentureShare
NatureDebt instrument (loan)Ownership instrument (equity)
Holder's statusCreditor of the companyOwner of the company
ReturnFixed interest (payable regardless of profit)Dividend (only if profit is declared)
RepaymentRepaid after a fixed periodNot repayable (except on winding up or buyback)
Voting rightsNo voting rightsVoting rights in general meetings
RiskLower risk (priority in payment)Higher risk (residual claim)
Charge on assetsUsually secured by a charge on assetsNo charge (unsecured ownership)
Tax treatmentInterest is a charge against profit (deductible)Dividend is an appropriation of profit (not deductible)

Why Debenture is Called Loan Capital

The term "loan capital" is used for debentures because they represent borrowed funds that the company must repay at a specified future date. Here's why this label fits perfectly:

1. It is capital raised through borrowing. Just as a company raises share capital from owners, it raises loan capital from lenders. But unlike share capital, this is not permanent — it comes with a repayment obligation.

2. It carries a fixed charge. The company must pay a fixed rate of interest on debentures, regardless of whether it makes a profit or loss. This interest is a charge against profit, not an appropriation of profit like dividend.

3. It has priority over shares. In case of liquidation, debenture holders are paid before shareholders. This is because they are creditors, not owners.

4. It is secured (usually). Most debentures create a charge on the company's assets, giving the lender a legal claim if the company defaults.

Watch out

A common mistake is to think debentures are "safer" than shares in all respects. While debenture holders have priority in payment, they do not benefit from the company's growth — their return is fixed. Shareholders, despite higher risk, can earn unlimited dividends and capital gains.

Tip

A simple way to remember: Debenture = Loan (you lend money, get interest, get your money back). Share = Ownership (you buy a piece of the company, share profits, but your money is at risk).

The Accounting Treatment

In the books of the company:

  • Debentures are recorded as a liability (under "Non-Current Liabilities" or "Long-Term Borrowings").
  • Shares are recorded under "Shareholders' Funds" (Equity).

When interest is paid on debentures, it is debited to "Debenture Interest Account" (a charge against profit). When dividend is paid on shares, it is debited to "Profit and Loss Appropriation Account" (an appropriation of profit).

✓Final answer

A debenture is a debt instrument where the holder is a creditor of the company, while a share is an ownership instrument where the holder is a part-owner. Debentures are called loan capital because they represent borrowed funds that must be repaid with fixed interest, unlike share capital which is permanent ownership capital with variable returns.

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