Bonds vs. Debentures vs. NCDs: Complete Comparison

Introduction

Indian fixed-income markets use several terms—bonds, debentures, and NCDs (Non-Convertible Debentures)—often interchangeably.

However, each carries specific characteristics, regulatory frameworks, and structural differences that investors should understand before evaluating any instrument.

This article provides a neutral, educational comparison of bonds, debentures, and NCDs, focusing on definitions, regulatory norms, maturity structures, and documentation requirements.

What Are Bonds?

A bond is a debt instrument issued by:

• governments

• PSUs

• corporations

• financial institutions

• municipal bodies

• securitisation trusts

Key characteristics:

• fixed or floating coupon

• defined maturity date

• periodic payments

• clear disclosure norms

• listing on exchanges (for listed bonds)

• risk factors documented in offer documents

Bonds are considered the broader category under which debentures and NCDs also fall.

What Are Debentures?

A debenture is a type of debt instrument issued by a company.

Debentures may be:

• secured (backed by assets)

• unsecured (backed by issuer creditworthiness)

• convertible (convertible to equity)

• non-convertible (remain debt throughout tenure)

In India, the term is mainly associated with corporate debt issuances.

Debentures typically include:

• coupon rate

• tenor

• repayment schedule

• trustee involvement

• detailed covenants

Debentures exist within the Companies Act framework.

What Are NCDs?

NCDs or Non-Convertible Debentures are debentures that cannot be converted into equity.

They remain debt instruments until maturity.

NCDs may be:

• secured NCDs

• unsecured NCDs

• listed or unlisted

• public issue or private placement

NCDs are issued primarily by corporates, NBFCs, HFCs, PSUs, and financial institutions.

Secured vs Unsecured Structures

Secured Instruments

Backed by:

• specific assets

• receivables

• charge on property

• Escrow arrangements

Provide a defined security cover as outlined in documentation.

Unsecured Instruments

Backed by:

• issuer’s creditworthiness

• seniority ranking

• no specific collateral

Unsecured NCDs and debentures rely more on issuer fundamentals.

BondScanner displays security type clearly for each instrument.

Convertible vs Non-Convertible Debentures

Though not part of NCDs, many debentures are convertible.

Convertible Debentures

• convert into equity shares

• have hybrid characteristics

• regulated differently from NCDs

Non-Convertible Debentures (NCDs)

• remain debt until maturity

• often used for treasury or business expansion

• may include call or put options

Convertible and non-convertible structures determine investor rights and cash-flow expectations.

Regulatory Framework for Each Instrument

Bonds (Government & Corporate)

• SEBI regulates corporate bonds

• RBI regulates government securities

• Exchanges oversee listing and transparency

Debentures

• Governed under the Companies Act

• SEBI (Issue and Listing of Non-Convertible Securities) Regulations

• Trustee oversight required

NCDs

• Same SEBI regulations as corporate debentures

• Strong focus on disclosure, security creation, and rating norms

• Public issue NCDs follow strict documentation rules

The regulatory framework ensures investor protection and transparency.

Maturity, Tenor & Cash-Flow Comparison

Bonds

Wide maturity range:

• T-Bills: 91–364 days

• G-Secs: 1–40 years

• Corporate bonds: 1–20 years

Debentures & NCDs

• Commonly 1–10 years

• May include bullet or amortising repayment schedules

• Cash flows defined by coupon frequency (monthly/quarterly/semi-annual/annual)

• Cash-flow clarity is essential for planning and risk evaluation.

Credit Ratings & Risk Interpretation

Credit-rating agencies evaluate:

• issuer’s financial health

• payment history

• leverage

• liquidity

• business risks

Ratings apply to:

• government securities (implied sovereign)

• corporate bonds

• debentures

• NCDs

• structured instruments

BondScanner presents ratings neutrally without interpretation.

Documentation & Disclosures

Every instrument has documentation requirements:

For Bonds

• information memorandum

• government auction circulars

• PSU disclosures

• listing documents

For Debentures & NCDs

• term sheet

• debenture trust deed

• security creation documents

• covenants

• risk factors

• offering memorandum

• rating rationale

These documents outline rights, obligations, and risk considerations.

Liquidity & Market Access

Bonds

• G-Secs: Highly liquid

• SDLs: Moderate liquidity

• PSU/Corporate bonds: varies by issuer

• Securitised instruments: limited retail liquidity

Debentures/NCDs

• Exchange-listed NCDs can offer liquidity

• Unlisted debentures rely on private transactions

• Public-issue NCDs often see higher participation

• Bond liquidity depends on market demand and issuer reputation.

Use Cases for Each Instrument (Educational Only)

(Illustrative, not recommendations)

Bonds

• long-term planning

• diversification across tenors

• sovereign or PSU exposure

Debentures

• corporate financing structures

• medium-term funding

NCDs

• raising capital for operations

• refinancing high-cost debt

• structured cash-flow requirements

• Use cases vary by issuer objective—not investor suitability.

How BondScanner Helps Explore These Instruments

BondScanner provides:

• issuer details

• maturity and tenor

• coupon structure

• security type

• credit ratings

• yield indicators (where available)

• market data snapshots

• call/put information

• offer documents & disclosures

This helps investors compare bonds, debentures, and NCDs using factual information.

BondScanner does not provide ratings, recommendations, or return expectations.

Common Misconceptions

“Bonds, NCDs, and Debentures are all the same”

They differ in issuer type, convertibility, and regulation.

“NCDs always offer higher returns”

Yields vary widely across issuers and structures.

“Secured NCDs are risk-free”

Security reduces some risk but does not eliminate it.

“Government bonds and corporate bonds behave similarly”

Their risk profiles and liquidity levels differ substantially.

Conclusion

Bonds, debentures, and NCDs are closely related but differ in issuer type, structure, regulatory frameworks, and disclosure requirements.

Understanding these distinctions helps investors interpret features, evaluate documentation, and compare instruments more effectively.

BondScanner supports this understanding by providing transparent access to bond details, issuer information, ratings, maturity profiles, and official documents—helping users explore fixed-income options responsibly.

Disclaimer

This blog is intended solely for educational and informational purposes. The bonds and securities mentioned herein are illustrative examples and should not be construed as investment advice or personal recommendations. BondScanner, as a SEBI-registered Online Bond Platform Provider (OBPP), does not provide personalized investment advice through this content.

Readers are advised to independently evaluate investment options and seek professional guidance before making financial decisions. Investments in bonds and other securities are subject to market risks, including the possible loss of principal. Please read all offer documents and risk disclosures carefully before investing.