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Unit 3: Sources of Finance




          2.   Debenture financing does not result in dilution of control.                      Notes
          3.   In a period of rising prices, debenture issue is advantageous. The fixed monetary outgo
               decreases in real terms as the price level increases.

          The disadvantages of debenture financing are:
          1.   The protective covenants associated with a debenture issue may be restrictive
          2.   Debenture financing enhances the financial risk associated with the firm.
          These days, many companies are issuing convertible debentures or bonds with a number of
          schemes/incentives like warrants/options etc. These bonds or debentures are exchangeable at
          the option of the holder for ordinary shares under specified terms and conditions. Thus, for the
          first few years these securities remain as debentures and later they can be converted into equity
          shares at a predetermined conversion price. The issue of convertible debentures has  distinct
          advantages from the point of view of the issuing company. Firstly, such as issue enables the
          management to raise equity capital indirectly without diluting the equity holding, until the
          capital raised has started earning an added return to support the additional shares. Secondly,
          such securities can be issued even when the equity market is not very good. Thirdly, convertible
          bonds are normally unsecured and, therefore,  their issuance may ordinarily not impair the
          borrowing capacity. These debentures/bonds are issued subject to the SEBI guidelines notified
          from time to time.
          Public issue of debentures and private placement to mutual funds now require that the issue be
          rated by a Credit Rating Agency Like CRISIL (Credit Rating and Information Services at India
          Ltd.). The  credit rating is given  after evaluating factors like  track record  of the  company,
          profitability, debt servicing capacity, credit worthiness and perceived risk of lending.

               !
             Caution  Debenture interest and capital repayment are obligatory payments.

          3.2.4 Types of Debentures

          Debentures can be classified based on security against which it is placed and whether convertible
          into shares or not.

          Non-Convertible Debentures (NCDs)

          These debentures cannot be convertible into equity shares and will be redeemed at the end of
          the maturity period.


                 Example: ICICI offered for public subscription for cash at par   20,00,000, 16% unsecured
          redeemable bonds (Debentures) of   1000 each. These bonds are fully non-convertible (i.e., the
          investor is not given the option of converting into equity shares); interest payable half yearly on
          June 30 and December 31, to be redeemed (paid back) on the expiry of 5 years from the date of
          allotment. But ICICI has also allowed the investors, the option of requesting the company to
          redeem all or part of the bonds held by them on the expiry of 3 years from the date of allotment,
          provided the bond holders give the prescribed notice to the company.

          Fully Convertible Debentures (FCDs)

          These debentures will be converted into equity shares either fully at one stroke or in installments.
          The debentures may or may not carry interest till the date of conversion. The conversion will be



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