Section 123 Declaration of dividend – Companies Act 2013

Amended and updated notes on section 123 of Companies Act 2013. Detail discussion on provisions and rules related to declaration of dividend.

Amended and updated notes on section 123 of Companies Act 2013. Detail discussion on provisions and rules related to declaration of dividend.

Chapter VIII (Sections 123127) of the Companies Act, 2013 (CA 2013) deals with the provisions related to declaration and payment of dividend. Section 123 of CA 2013 provides for declaration of dividend.

Recently, we have discussed in detail section 122 (Applicability of this Chapter to One Person Company) of CA 2013. Today, we learn the provisions of section 123 of Companies Act 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014.

Section 123 of the Companies Act, 2013 has been notified by the Ministry of Corporate Affairs (MCA) vide Notification No. S.O. 902(E) issued dated 27.03.2014. This notification shall come into force from 1st April, 2014 i.e. the commencement date of section 123 is 01-04-2014.

There are two aspect of profits earned by a company, the first one is dividend and the second one is retained earnings. In general concept, the term ‘dividend’ used to denote the profits of a company distributed to its shareholders.

Dividend is usually payable for a financial year if the amount of distributable profits is available after finalization of accounts and therefore we called it as Final Dividend. Final dividend is declared by the company at its Annual General Meeting (AGM) on the recommendation of the Board of Directors.

Name of ActThe Companies Act 2013
Enacted byParliament of India
Administered byMinistry of Corporate Affairs (MCA)
Number of Chapters29
Number of Sections484 (470-43+57)
Number of Schedules7
You are reading:
Chapter No.VIII
Chapter NameDeclaration and Payment of Dividend
Section No.123
Section NameDeclaration of dividend
Monthly Updated EditionCompany Law PDF

Meaning and Declaration of Dividend by Indian Company

Definition of Dividend [Sec. 2(35)]

An inclusive definition has been given in section 2(35) of the Companies Act, 2013 that “dividend” includes any interim dividend. Interim dividends are dividends paid by the Board of directors between two AGM without declaring them at an annual general meeting.

Section 123 of Companies Act, 2013 deals with the provisions relating to the declaration and payment of dividend. This section has further been amended by the Companies (Amendment) Act, 2015.

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government appoints the 1st day of April, 2014 as the date on which the provisions of section 123 shall come into force.

Dividend from Profits [Sec. 123(1)(a)]

Dividend shall be declared or paid out of the profits of the company for that year or out of the profits of the company for any previous financial years arrived at after providing for depreciation and remaining undistributed, or out of both. That means a company may pay dividend either from its current year profits or the profits of any previous years.

Dividend from Money provided by CG/SG [Sec. 123(1)b)]

Dividend shall be declared or paid out of money provided by the Central Government (CG) or a State Government (SG) for the payment of dividend by the company in pursuance of a guarantee given by that Government.

Dividend after Depreciation [Sec. 123(2)]

As per section 123(2) of the companies Act, 2013, a company shall declare or pay the dividend for any financial year after providing for depreciation in accordance with Schedule-II of the Companies Act, 2013. Therefore, the depreciation as required u/s 123(1) of the Companies Act has to be provided in accordance with the provisions of Schedule II to the Act.

Transfer to Reserve [First proviso of Sec. 123(1)]

Before the declaration of any dividend by a company in any financial year, it may transfer such percentage of its profits for that financial year as it may consider appropriate to the reserves of the company.

Therefore, the company is free to transfer any part of its profits to the reserves as it deems fit. Thus, the amount transferred out of profits has now been left at the discretion of BOD of the company under the Companies Act, 2013.

Dividend out of Reserve [Second proviso of Sec. 123(1)]

In the event of 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 transferred by the company to the reserves, such declaration of dividend shall not be made except in accordance with such rules as may be prescribed in this behalf.

The Companies (Declaration and Payment of Dividend) Rules, 2014 provide for the rules for declaring dividends out of the reserves as under:

  • (a) The rate of dividend declared does not exceed the average of the rates at which dividend was declared by it in the 3 years immediately preceding that year.

    However, this rule will not apply if a company has not declared any dividend in each of the three preceding financial year.
  • (b) The total amount to be drawn from the accumulated profits earned in previous years and transferred to the reserves does not exceed an amount equal to 1/10th of the sum of its paid-up capital and free reserves as appearing in the latest audited financial statement.
  • (c) The amount so drawn must first be utilized to set off losses incurred in the financial year before any dividend in respect of equity shares is declared.
  • (d) The balance of reserves after such drawal shall not fall below 15% of its paid-up capital as appearing in the latest audited financial statement.

Dividend from Free Reserve [Third proviso of Sec. 123(1)]

No dividend shall be declared or paid by a company from its reserves other than free reserves. That means if any company wants to declare or pay any dividend from its reserves, it should be free reserves.

Dividend after Loss set off [Fourth proviso of Sec. 123(1)]

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. Note that the fourth proviso of sub-section (1) of section 123 of Companies Act, 2013 has been newly inserted by the Companies (Amendment) Act, 2015.

Interim Dividend Declaration [Sec. 123(3)]

The interim dividend shall be declared by the Board of Directors of any company during any financial year out of the surplus in the profit and loss account and out of profits of the financial year in which such interim dividend is sought to be declared.

However, if 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 the immediately preceding 3 Financial Years.

Deposit Dividend within 5 Days [Sec. 123(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. In other words, the amount of dividend (final as well as interim) shall be deposited in a separate bank account within 5 days from the date of declaration.

Dividend to Registered Shareholders [Sec. 123(5)]

Dividend shall be paid by a company in respect of any share therein to the registered shareholder of such share or to his order or to his banker and shall be payable in cash.

However, it is clearly stated in the second proviso of section 123(5) of Companies Act, 2013 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.

In accordance with the first proviso of section 123(5), a company may capitalize the 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.

No Dividend to Equity Shareholders [Sec. 123(6)]

A company which fails to comply with the provisions of sections 73 and 74 shall not declare any dividend on its equity shares till such failure continues.

Section 123 of Companies Act 2013: Declaration of dividend

Section 123 shall come into force on 1st day of April, 2014 vide Notification No. S.O. 902(E) dated 27th March, 2014.

(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 both;

    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 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.

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.

(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 capitalization 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.

Exception/ Modification/ Adaptation:

1) Second proviso to sub-section (1) of Section 123 shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments. – Notification No. G.S.R. 463(E) dated 5th June, 2015.

2) Sub-section (4) of section 123 shall not apply to a Government Company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments or by one or more Government Company. – Notification No. G.S.R. 463(E) dated 5th June, 2015.

3) In case of Nidhis, sub-section (5) of Section 123 shall apply, subject to the modification that any dividend payable in cash may be paid by crediting the same to the account of the member, if the dividend is not claimed within 30 days from the date of declaration of the dividend. – Notification No. G.S.R. 465(E) dated 5th June, 2015.


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