GENERAL POINTS

  • Definition 2(35): Dividend includes interim dividend, thus all the provision applicable on final dividend is also applicable on interim dividend.
  • Meaning Of dividend: Dividend is the return on investment made by shareholders in the shares of company. Only profits can be distributed as dividend. Dividend is portion of profit which is distributed to shareholders.
  • Proposed dividend: Dividend proposed i.e. recommended by board is called proposed dividend. The board proposes amount of dividend for payment in its report u/s 124.
  • Final dividend:  When proposed dividend is consented by shareholders in AGM it becomes final dividend. Thus dividend is declared by members in AGM after it is proposed by BOD.
  • Interim Dividend: Dividend which is declared by BOD for a financial year during such financial year is called interim dividend. Interim dividend is declared between two AGM.
  • Declaration of dividend: It is the right of BOD to propose or recommend dividend but it is declared by the members in the AGM, AS per Regulation 80 Of Table F the company in a general meeting may declare dividend, but no dividend shall be paid exceeding the amount recommended by BOD.
  • Declaration of dividend at AGM:  Declaration of dividend in AGM is an item of ordinary business (sec 102)
  • Declaration of dividend in EGM: A company which could notable to declare dividend in AGM can declare dividend in a Subsequent EGM, in such case declaration of dividend is an item of special business (sec 102)
  • Dividend on partly paid shares:  A company may pay dividend in proportion to amount paid up on share if so authorized by AOA, however no dividend shall be paid on calls in advance.
  • AS per regulation 83 of table F, dividend shall be paid on paid up value of share and no dividend shall be paid on calls in advance. If AOA of a company are silent and table F does not apply then dividend shall be paid by company on nominal value of shares irrespective of paid up amount on shares.
  • Dividend On Preference shares:
  • Dividend On Preference share is paid in priorityto equity shares. Dividend on Preference share is paid at a fixed rate.
  • If there are two or more classes of preference share then the class having priority are entitle for there share of dividend before other classes of shares.
  • In case of cumulative preference shares dividend of past years as well as dividend of current year is paid before making any dividend payment to equity shareholders.
PAYMENT OF DIVIDEND

SECTION 123 ( 1 ):

  • Sources of dividend:   No dividend shall be declared or paid by the company for any financial year except from
  • Out of profit of the company for that financial year after providing depreciation as per section 123(2)
  • Out of profit of company for any previous financial year(s) after providing depreciation and remaining undistributed.
  • Both (a) and (b)
  • Out of money provided by central govt. or state govt. for the payment of dividend in pursuance to guarantee given by that government.
  • Transfer to reserve: A company may transfer any amount of its profit to its reserve as it deems fit before declaration of dividend. BOD-OR is required to pass for transfer of such amount.
  • Declaration of dividend out of reserve: Where for any financial year, there is no profit or profits are in adequate, a company may declare dividend out of reserves. However dividend may declare out of reserve only if conditions prescribed under rule 3 of companies (declaration and payment of dividend) rules, 2014 are complied with.

If company does not transfer the profits to reserves and instead carry forward such profits, such credit balance in profit and loss account may be used for declaration of dividend without complying with rule 3 as such withdrawal does no amount to withdrawal of profits out of reserves.

  • No dividend shall be declared or paid by the company from its reserves other than free reserves.
  • Set of o previous year losses and depreciations: No company shall declare dividend unless carried over previous losses and depreciation are set off against profit of current year.

RULE 3:

  • The rate of dividend declared shall not exceed the average of rates at which dividend was declared by it in the three years immediately preceding that year.

If company has not paid dividend in any year then take remaining two years.

This rule does not apply to company which has not declared any dividend in all three preceding financial year.

  • The amount to be drawn from such accumulated profit shall not exceed one-tenth of the sum of it’s paid up share capital and free reserve as per its latest audited balance sheet.
  • The amount so drawn shall be first utilized toward set off of losses incurred in the financial year in which dividend is declared before any dividend for equity is declared.
  • The balance of reserve after such withdrawal should not fall below 15 percent of its paid-up share capital as appearing in latest audited financial statement.
  • No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year(s) are set-off against profit of company of the current year.

SECTION 123 ( 2 ): DEPRECIATION

  • Depreciation shall be provided in accordance with the provisions of schedule II

SECTION 123 ( 3 ): INTRIME DIVIDEND

  • Declaration of interim dividend: The BOD of a company may declare interim dividend during any financial year out of:
  • The surplus in the profit and loss account and,
  • Profits of the financial year in which such interim dividend is sought to be declared.

Past accumulated profits may also be used for declaring interim dividend however profits which have been transferred to reserves cannot be used for declaring interim dividend

  • However, if company has incurred loss up to the end of quarter immediately preceding the date of declaration of dividend then the maximum rate at which dividend can be declared by the company shall not be higher than the average rate of dividends declared by the company during immediately preceding three financial years.
  • Powers in articles: Regulation 81 of table F empowers BOD to declare interim dividend, thus no specific power is required in AOA for declaration of interim dividend.

SECTION 123 ( 4 ): TRANSFER OF DIVIDEND

  • The amount of dividend including interim dividend shall be deposited in a schedule bank in a separate account within 5 days from the date of declaration of dividend.

SECTION 123 ( 5 ): PAYMENT OF DIVIDEND TO SPECIFIC PERSONS

  • No dividend shall be paid by the company in respect of any share except
  • to register holder of such share
  • to any person on the order of registered shareholder
  • to banker of registered shareholder

Dividend shall be paid in cash only.

However, the payment of dividend can be made by issue of cheque or dividend warrant or by electronic mode.

As per regulation 85 of table F, In case of joint holder the dividend shall be paid to the joint holder who is first named in the register of members.

In case shares are held in demat form, dividend is paid to the beneficial owners whose name is entered in the records of depository.

  • Provided that nothing in this subsection prohibit capitalization of profit or reserve for the purpose of issuing of fully paid equity shares or for paying up any amount that is unpaid on any shares held by member.

That is company can make partly paid shares fully paid.

SECTION 123 ( 6 )   PROHIBITION ON DECLARATION OF DIVIDEND

  • A company shall not declare any dividend on its equity shares if it fails to comply with provisions of
  • Section 73 (when company accepts deposit from public when its prohibited for company)
  • Section 74 (if company fails to make repayment of deposits accepted on due date.)

SECTION 124 ( 1 )   TRANSFER OF DIVIDEND TO UNPAID ACCOUNT

  • Where a dividend is declared by the company but it remains unpaid or unclaimed for 30 days from the date of declaration, such dividend shall be transferred by the company within next 7 days to a special account in any scheduled bank. Such bank account will be known as Unpaid Dividend Account.

SECTION 124 ( 2 )   PUBLICATION OF STATEMENT

  • The company shall publish following details  regarding unpaid dividend on the website of company and on any other website approved by CG
  • Name of shareholder
  • There last known addresses
  • Amount of unpaid dividend.
  • The statement shall be prepared in such a manner as prescribed and shall be published or posted on website within 90 days of transfer of dividend to unpaid dividend account.

SECTION 124 ( 3 ) DELAY IN TRANSFER 

  • If the company fails to transfer unpaid or unclaimed dividend to Unpaid Dividend Account within time specified, the company shall be liable to pay interest @ 12% per annum for such delayed transfer.
  • The interest so paid shall be transfer to the benefit of shareholders in proportion of amount unpaid to them.

SECTION 124 ( 4 ) CLAIMING OF DIVIDEND FROM UNPAID DIVIDEND ACCOUTN

  • The person who is eligible shareholder for the purpose of receiving dividend can receive the same by applying to the company.

SECTION 124 ( 5 ) TRANSFER TO IEPF

  • Any money transferred to unpaid dividend account which remains unpaid for 7 years from the date of such transfer shall be transferred by the company along with accrued interest if any to the IEPF.
  • The company shall send a statement containing the details of such transfer to authority. The statement shall be in prescribed form. (Rule 4 : form DIV 5)
  • The authority shall issue a receipt to the company acknowledging the transfer of money in the fund.

SECTION 124 ( 6 )   TRANSFER OF SHARES TO IEPF

  • All such shares on which dividend is unclaimed or unpaid for 7 years shall be transferred by the company to IEPF. Company shall file a statement containing such details as may be prescribed.
  • Shareholder is eligible to claim the shares transferred to IEPF in accordance with the such procedure and on submission of such documents as may be prescribed.

SECTION 124 ( 7 ) CONTRAVENTION

  • Company is punishable with a fine which shall not be less than 5 lacks and which may extend up to 25 lacks.
  • Every officer in default will be punishable with the fine which shall not be less than 1 lacks and which may extend up to 5 lacks.

SECTION 125 ( 1 )  IEPF  

  • The central government shall establish a fund to be called as IEPF.

SECTION 125 ( 2 )  DEPOSIT TO IEPF

  • The following sums shall be credited to the fund.
  • Amount in IEPF u/s 205C of CO act 1956
  • Amount in unpaid dividend account of companies transferred u/s 124
  • Donations given to the fund by CG, SG, companies or any other institutions.
  • Grant given by CG after due apportionment made by parliament.
  • Amount in general revenue account of the CG u/s 205A (5) of CO. Act 1956.
  • The interest or other incomes received out of investments made from the fund.
  • Amount received under section 38 (4) {surrender of securities acquired with fraud.}
  • Application money received by companies due for refund (unclaimed for 7 years)
  • Matured deposits with companies other than banking companies (unclaimed for 7 years)
  • Matured debentures with companies. (unclaimed for 7 years)
  • Interest accrued on (h) to (j)
  • Sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation for seven or more years.
  • Redemption amount on preference share (unclaimed for 7 years)
  • Such other amount as may be prescribed.

SECTION 125 ( 3 )  UTILISATION OF IEPF

  • For refund in respect of unclaimed dividends, matured deposits, matured debentures, the application money due for refund and interest thereon.
  • For promotion if investors education, protection and awareness.
  • Distribution of any disgorged (compensation) amount among eligible and identifiable applicants who have suffered losses due to wrong action of any person.
  • Reimbursement of legal expenses
  • Any other purpose incidental thereto, in accordance with such rule as may be prescribed.

SECTION 125 ( 4 )  APPLICATION TO AUTHORITY

  • Any person can claim amount referred in (2) by making a n application to authority constituted under (5)

SECTION 125 ( 5 )  ESTABLISHMENT OF AUTHORITY

  • The CG shall constitute authority an authority for administration of the fund consisting
  • 1 chairmen
  • 7 other members
  • CEO

SECTION 125 ( 6 )  MANAGEMENT AND ADMINSTRATION

  • the administration of the fund, appointment of chairmen, members and CEO, holding meetings of authority shall be in accordance with the rules as may be prescribed.

SECTION 125 ( 7 )  RESOURCES TO AUTHORITY

  • The CG have powers to provide resources to authority by making rules in accordance with the rules as may be prescribed.

SECTION 125 ( 8 )  ADMINSTRATION AND ACCOUNTS

  • The authority shall administer the fund and prepare the separate books of accounts and other relevant records in relation to the fund in such form and manner as may be prescribed after consultation with CAG.

SECTION 125 ( 9 )  SPENDING OF MONEY

  • Authority has right to spend money of the fund for carrying out the objectives specified u/s (3).

SECTION 125 (10)  AUDIT AND REPORTING

  • The accounts of fund shall be audited by CAG at such interval as may be specified by him and such audited accounts together with audit report shall be forwarded annually by authority to CG.

SECTION 125 (11)  REPORTING TO CG

  • The authority shall prepare annual report that gives full accounts of its activities during the financial year. The report shall be prepared in such form and within such time as may be prescribed.
  • A copy of annual report shall be forwarded to the CG, CG then put annual report and audit report before the each house of parliament of India. 

SECTION 126 DIVIDEND OR BONUS IN ABEYANCE

  • Where any transfer deed has been delivered to the company for registration but the transfer of share has not yet been registered by the company, the company shall
  • Transfer the dividend in relation to such shares in unpaid dividend account.
  • Keep in abeyance in relation to such shares any offer of right shares or bonus shares

However dividend shall not be transferee to the unpaid dividend account but will be paid to transferee if the registered shareholder has authorized company to pay dividend to transferee in writing.

Rejection of transfer deed due to signature are not tally is not covered us 126 as no deed is pending.

SECTION 127 DIVIDEND SHALL BE PAID IN 30 DAYS

  • The dividend shall be paid or dividend warrant shall be posted within 30 days from the date of declaration of dividend.
  • EXCEPTIONS
  • Dividend could not be paid due to operation of law.
  • Where a shareholder has given directions to the company regarding payment of dividend but directions cannot be complied with and same has been communicated to the shareholder.
  • Where dividend is lawfully adjusted against any sum due to it from the shareholders
  • Where there is dispute regarding the right to receive the dividend.
  • Where the non-payment of dividend is not due to default of company.
  • PENALTY
  • Every director in default shall be liable for imprisonment upto 2 years and a fine of RS 1000 per day for each day of default.
  • Company is liable to pay simple interest @ 18% per annum during the period of default continues.

SECTION 208    INTEREST OUT OF CAPITAL

  • Payment of interest out of capital is permissible only if the shares are issued to raise money to defray the cost of work or building or plant which cannot be made profitable for a long period.
  • AUTHOTISATION is required in articles of associations and a special resolution is required to pay interest out of capital.
  • Previous  APPROVAL  of central government si required to be obtained.
  • The PAYMENT of interest shall be made only for such period as may be prescribed by the CG. But such period cannot exceed beyond half year after the half year during which such work or building has actually completed or plant provided.
  • CG can appoint a person for making inquiry and investigation before giving approval, who shall report to CG.
  • Interest paid shall be capitalized and it does not operate as a reduction of paid up share capital.
124( 3 )   Company: Interest @ 12%
124( 7 ) Director/officer : 1 lacks- 5 lacks Company: 5 lacks – 25 lacks
127 Director/Officer: 1ooo per day Jail up to 2 years Company: simple interest @ 18%