Fully Convertible Debentures English

Fully Convertible Debentures

Fully Convertible Debentures (FCDs) are a type of bond that investors can convert into a predetermined number of company shares during a specific period. This conversion feature allows investors to benefit from potential equity gains while initially providing regular interest income like a bond.


What Is A Fully Convertible Debenture?

A Fully Convertible Debenture (FCD) is a type of bond that allows the holder to convert it into a specified number of shares of the issuing company after a predetermined period. This feature combines the benefits of both debt and equity, making it a flexible investment option.

Conversion provides potential upside from equity exposure while initially offering the stable returns of a bond. This makes FCDs particularly attractive during periods of stock market growth, as investors can benefit from rising share prices without risking principal on direct equity purchases.

However, the attractiveness of FCDs depends heavily on the company’s stock performance. If the stock does not perform well, the benefits of conversion might not compensate for the opportunity cost of not investing directly in potentially higher-yielding assets. Hence, market timing and company choice are crucial.

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Fully Vs Partially Convertible Debentures

The main difference between Fully and Partially Convertible Debentures is that fully convertible debentures can be entirely converted into shares at the investor’s discretion, while partially convertible ones have a fixed portion that converts, with the remainder paying out in cash on maturity.

FeatureFully Convertible Debentures (FCDs)Partially Convertible Debentures (PCDs)
Conversion to EquityCan be completely converted into company shares.Only a part is convertible into shares, the rest remains as debt.
Investor DecisionFull discretion to convert all into equity.Discretion is limited to a portion; the rest is non-convertible.
Outcome on MaturityBecomes company stock entirely after conversion.The part becomes stock; the remaining part is repaid as cash.
FlexibilityHigher flexibility in investment strategy.Lower flexibility, mixed investment.
Risk and RewardHigher potential rewards but also higher risk due to full conversion.Balanced risk and reward due to partial conversion.
Interest PaymentsInterest ceases upon full conversion.Interest continues on the non-converted part till maturity.
AppealAttractive to investors confident in the company’s stock performance.Suited for investors seeking a mix of stability and equity growth.

Benefits Of Fully Convertible Debentures

The main benefits of Fully Convertible Debentures include potential equity gains and investment flexibility. These debentures convert into company shares, offering a mix of initial bond security and later stock participation, which can lead to higher returns if the company’s stock performs well.

  • Equity Upside: Fully Convertible Debentures allow investors to participate in the equity’s upside potential. If the company’s shares increase in value, the overall return can exceed traditional bond investments, making it a lucrative option during bullish market conditions.
  • Adaptable Investment: These debentures offer the flexibility to switch from fixed-income security to equity. This is particularly advantageous during varying market phases, allowing investors to capitalize on stock market gains while starting with the safety of a bond.
  • Favorable Tax Treatment: The conversion from debenture to equity is usually treated as a tax-free event in many jurisdictions. This can provide significant tax benefits compared to direct equity investments where capital gains tax might apply on sale.
  • Protection Against Inflation: By converting into equity, which typically appreciates over time, investors can potentially offset the eroding effects of inflation, unlike fixed-income bonds that might lose value in real terms over long periods.
  • Portfolio Diversification: Investing in Fully Convertible Debentures adds a layer of diversification to a portfolio. By blending characteristics of both debt and equity, these instruments reduce overall portfolio risk while providing opportunities for growth through equity exposure.

Disadvantages Of Fully Convertible Debentures

The main disadvantages of Fully Convertible Debentures include higher risk due to market volatility, potential dilution of shares, and dependency on the company’s stock performance, which might not always meet expectations leading to potential losses compared to non-convertible options.

  • Volatility Challenges: Being tied to the stock’s performance, Fully Convertible Debentures expose investors to market volatility. If the company’s stock price falls, the potential losses may outweigh the fixed-income benefits originally sought from debentures, making them riskier during economic downturns.
  • Share Value Dilution: When debentures convert into shares, it can lead to an increase in the company’s outstanding shares. This dilution might reduce the stock’s value, adversely affecting all shareholders, including those who converted their debentures.
  • Company Performance Risks: The attractiveness and profitability of Fully Convertible Debentures are heavily dependent on the company’s performance. Poor corporate growth or financial instability can lead to lower stock valuations, diminishing the returns from conversion.
  • Missed Other Opportunities: Investing in Fully Convertible Debentures means potentially missing out on higher returns from other investment avenues like direct equities or high-interest bonds, especially if the stock does not perform as expected.
  • Timing and Terms Limitations: The terms of conversion are typically set in advance and might not always be favorable when the time to convert arrives. Investors may find themselves forced to convert at an undesirable time or price, impacting overall investment returns negatively.

Fully Convertible Debentures Meaning –  Quick Summary

  • Fully Convertible Debentures blend debt and equity benefits, offering conversion into shares, which is lucrative during market growth but risky if the stock underperforms.
  • The main difference between Fully and Partially Convertible Debentures is that fully convertible debentures convert entirely into shares, offering full equity exposure; whereas partially convertible ones convert partially, with the rest paid as cash at maturity.
  • Fully Convertible Debentures offer equity gains, investment flexibility, tax benefits, inflation protection, and portfolio diversification, making them attractive for varied market conditions and investor goals.
  • Fully Convertible Debentures carry risks like market volatility, share dilution, dependency on company performance, missed investment opportunities, and restrictive conversion terms, potentially lowering returns.
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Fully Convertible Debentures – FAQs  

What Are Fully Convertible Debentures?

Fully Convertible Debentures are bonds that can be converted into a specified number of company shares at the holder’s discretion.

What is the difference between a partially convertible debenture and a fully convertible debenture?

The main difference between a partially convertible debenture and a fully convertible debenture is that partially convertible debentures convert into equity partly, while fully convertible ones convert entirely into equity.

What are the types of convertible debentures?

Types of Convertible debentures include fully convertible debentures (FCDs), partially convertible debentures (PCDs), and optionally convertible debentures (OCDs).

What are partially convertible debentures?

Partially convertible debentures can be converted into company shares up to a certain portion, with the remaining part repaid as cash.

What is an example of a non-convertible debenture?

An example of a non-convertible debenture is a corporate bond that offers fixed interest payments without any option to convert into equity.

Can fully convertible debentures be redeemed?

Yes, fully convertible debentures can be redeemed if they are not converted into shares within the stipulated time, as per the bond terms.

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