Under Section 2(30) of the Companies Act, 2013, a 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.
| Basis of Distinction | Shares (Owned Capital) | Debentures (Borrowed Debt Capital) |
|---|---|---|
| Status of Holder | Shareholder is an Owner of the company. | Debenture holder is a Creditor / Lender of the company. |
| Return on Investment | Dividend (Fluctuating, paid only out of divisible profits). | Interest (Fixed coupon rate, e.g., 9% Debentures; paid whether profit or loss!). |
| Nature of Return | An Appropriation of profits. | A Charge against profits (deducted in P&L before tax). |
| Voting Rights | Full voting rights in company general meetings. | Zero voting rights under any circumstances. |
| Repayment Priority | Repaid last upon liquidation (residual equity). | Repaid with senior priority over shareholders. |
| Discount on Issue | Companies Act 2013 Section 53 forbids issue of shares at a discount (except sweat equity). | Debentures can legally be issued at a discount without legal prohibition! |