Companies Act Section 123 — Declaration of dividend
CHAPTER VIII DECLARATION AND PAYMENT OF DIVIDEND
Commercial / Corporate
Summary
Sub-section (1) sets out the only two sources from which a company may declare or pay a dividend for a financial year. The first source is the company's profits for that year, calculated after providing for depreciation as required by sub-section (2), or the undistributed profits of any previous financial year or years, also calculated after providing for depreciation, or a combination of both. When computing these profits, any unrealised gains, notional gains, revaluation of assets, or any change in the carrying amount of an asset or liability due to fair value measurement must be excluded. The second source is money provided by the Central Government or a State Government for the payment of dividend, in pursuance of a guarantee given by that Government.
Under the first proviso to sub-section (1), a company may, before declaring any dividend in a financial year, transfer such percentage of its profits for that year as it considers appropriate to the company's reserves. Under the second proviso, if a company has inadequate or no profits in a financial year and proposes to declare a dividend out of accumulated profits from previous years that have been transferred to free reserves, such a declaration can only be made in accordance with rules prescribed for this purpose. Under the third proviso, no dividend may be declared or paid from reserves other than free reserves. Under the fourth proviso, a company cannot declare a dividend unless any carried-over previous losses and depreciation not provided for in previous years are set off against the profit of the company for the current year.
Sub-section (2) states that, for the purposes of clause (a) of sub-section (1), depreciation must be provided in accordance with the provisions of Schedule II.
Sub-section (3) allows the Board of Directors of a company to declare an interim dividend during any financial year, or at any time between the closure of the financial year and the holding of the annual general meeting. This interim dividend may be declared out of the surplus in the profit and loss account, or out of the profits of the financial year for which the interim dividend is sought to be declared, or out of profits generated in the financial year up to the quarter preceding the date of declaration. However, if the company has incurred a loss during the current financial year up to the end of the quarter immediately preceding the date of declaration, the interim dividend cannot be declared at a rate higher than the average dividends declared by the company during the immediately preceding three financial years.
Sub-section (4) requires that the amount of any dividend, including an interim dividend, be deposited in a scheduled bank in a separate account within five days from the date of declaration of such dividend.
Sub-section (5) provides that no dividend shall be paid by a company in respect of any share except to the registered shareholder of that share, or to his order, or to his banker, and that the dividend shall not be payable except in cash. The first proviso clarifies that this does not prohibit the capitalisation of profits or reserves for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the company. The second proviso states that any dividend payable in cash may be paid by cheque or warrant, or in any electronic mode, to the shareholder entitled to the payment of the dividend.
Sub-section (6) states that a company which fails to comply with the provisions of sections 73 and 74 shall not, so long as such failure continues, declare any dividend on its equity shares.
Official Text
(1) No dividend shall be declared or paid by a company for any financial year except—
(a) out of the profits of the company for that year arrived at after providing for depreciation in accordance with the provisions of sub-section (2), or out of the profits of the company for any previous financial year or years arrived at after providing for depreciation in accordance with the provisions of that sub-section and remaining undistributed, or out of 3[both:] 1[Provided that in computing profits any amount representing unrealised gains, notional gains or revaluation of assets and any change in carrying amount of an asset or of a liability on measurement of the asset or the liability at fair value shall be excluded; or]
(b) out of money provided by the Central Government or a State Government for the payment of dividend by the company in pursuance of a guarantee given by that Government:
Provided that a company may, before the declaration of any dividend in any financial year, transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of the company:
Provided further that where, owing to inadequacy or absence of profits in any financial year, any company proposes to declare dividend out of the accumulated profits earned by it in previous years and 2[transferred by the company to the free reserves], such declaration of dividend shall not be made except in accordance with such rules as may be prescribed in this behalf:
Provided also that no dividend shall be declared or paid by a company from its reserves other than free reserves: 3[Provided also that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.]
(2) For the purposes of clause (a) of sub-section (1), depreciation shall be provided in accordance with the provisions of Schedule II. 4[
(3) The Board of Directors of a company may declare interim dividend during any financial year or at any time during the period from closure of financial year till holding of the annual general meeting out of the surplus in the profit and loss account or out of profits of the financial year for which such interim dividend is sought to be declared or out of profits generated in the financial year till the quarter preceding the date of declaration of the interim dividend:
Provided that in case the company has incurred loss during the current financial year up to the end of the quarter immediately preceding the date of declaration of interim dividend, such interim dividend shall not be declared at a rate higher than the average dividends declared by the company during immediately preceding three financial years.]
(4) The amount of the dividend, including interim dividend, shall be deposited in a scheduled bank in a separate account within five days from the date of declaration of such dividend.
(5) No dividend shall be paid by a company in respect of any share therein except to the registered shareholder of such share or to his order or to his banker and shall not be payable except in cash:
Provided that nothing in this sub-section shall be deemed to prohibit the capitalisation of profits or reserves of a company for the purpose of issuing fully paid-up bonus shares or paying up any amount for the time being unpaid on any shares held by the members of the company:
Provided further that any dividend payable in cash may be paid by cheque or warrant or in any electronic mode to the shareholder entitled to the payment of the dividend.
(6) A company which fails to comply with the provisions of sections 73 and 74 shall not, so long as such failure continues, declare any dividend on its equity shares.