Non-Convertible Debentures (NCDs) are fixed-income instruments issued by corporations to raise capital from the public. These instruments come with a predetermined interest rate and a fixed tenure, and they do not offer the option of conversion into equity shares of the issuing company. Investors receive interest either monthly, quarterly, or annually, depending on the terms outlined in the issue.
NCDs are often listed on recognised stock exchanges, allowing them to be bought and sold in the secondary market. The issuing companies repay the principal amount at maturity along with the final interest payout. Companies generally use the funds raised through NCDs for business expansion, working capital needs, or debt refinancing.
The issuance of NCDs is governed by regulations outlined by the Securities and Exchange Board of India (SEBI), ensuring transparency in terms of disclosures and obligations. The terms of the issue, such as coupon rate, tenure, and credit rating, are disclosed in the offer document.
Due to their structured nature, NCDs are used by various institutions as part of a fixed-income investment plan. The market for non convertible debentures is broad, comprising public and private sector issuers, with a range of tenures and yield structures available for different investor preferences.
What are Non-Convertible Debentures?
Non-Convertible Debentures are debt instruments issued by companies to borrow funds for a specific period. These are termed “non-convertible” because they do not have the feature of converting into equity shares at any stage during their lifetime.
They carry a fixed interest rate, known as the coupon rate, and are issued for a fixed tenure. On maturity, the investor is repaid the face value or principal amount of the debenture. These instruments are often rated by credit rating agencies to indicate the creditworthiness of the issuer.
Since NCDs are not convertible into equity, they remain as pure debt instruments throughout the investment period. The interest income is typically paid out at predefined intervals or at the end of the tenure, depending on the structure of the NCD.
Types of Non-Convertible Debentures
Secured NCDs – Backed by specific assets of the issuing company.
Unsecured NCDs – Not backed by any collateral; repayment is based on the issuer’s financial strength.
Short-Term NCDs – Tenure usually less than 3 years.
Long-Term NCDs – Tenure extending beyond 3 years.
Listed NCDs – Traded on recognised stock exchanges.
Unlisted NCDs – Not traded on exchanges and usually offered via private placement.
Features of Non-Convertible Debentures
Fixed Tenure: NCDs are issued for a specific period, ranging from a few months to several years.
Coupon Rate: They carry a predefined interest rate, which remains constant throughout the tenure.
Credit Rating: Issued NCDs are generally rated by agencies like CRISIL, ICRA, and CARE.
Listed Option: Many NCDs are listed on exchanges, enabling trading in the secondary market.
Redemption: Principal is repaid at the end of tenure, as per the terms mentioned in the offer.
Secured or Unsecured: NCDs can be either backed by assets or remain unsecured.
Taxable Returns: Interest earned on NCDs is taxable as per the investor’s income slab.
Liquidity: Listed NCDs can be sold before maturity, subject to market availability.
How to buy NCDs?
Non-Convertible Debentures can be purchased during the public issue period or from the secondary market if they are listed. Investors can apply for NCDs through their Demat account via stockbroking platforms or online investment portals.
Once allocated, the NCDs are credited to the investor's Demat account. It is important to review the offer document to understand the terms such as coupon rate, tenure, issuer details, and credit rating before purchasing.
Important considerations before investing in Non-Convertible Debentures
Investors looking at NCDs should review several elements before making a purchase. Since these are fixed-income instruments with credit risk, it is essential to assess both the issuer and the terms of the issue. The creditworthiness of the company is a key factor as it indicates the likelihood of timely repayment.
Other considerations include:
Credit rating: Indicates the financial stability and repayment ability of the issuer.
Coupon rate: Determines the regular income the investor will receive.
Tenure: Helps align investment goals with the maturity period.
Type of NCD: Whether secured or unsecured, and listed or unlisted.
Tax implications: Interest is subject to income tax based on the individual’s applicable rate.
Liquidity: Check if the NCD is listed and the trading volume on exchanges to ensure exit flexibility.
Issuer’s track record: Historical data on repayment, default rates, and business stability.
These factors help determine the structure and terms under which the NCD will function during its tenure.