1. DIVIDEND
PRESENTED BY:- ABTF

2. RECOMMENDED BY BOD APPROVAL BY SHAREHOLDERS
TYPES OF DIVIDEND
INTERIM DIVIDEND
FINAL DIVIDEND
RECOMMENDED & BY BOD
RECOMMENDED BY BOD APPROVAL BY SHAREHOLDERS

3. SOURCES OF DIVIDEND AS PER SECTION 123 OF COMPANIES ACT
FINAL DIVIDEND
PROFITS OF CURRENT FINANCIAL YEAR (AFTER PROVIDING FOR DEPRECIATION)
UNDISTRIBUTED PROFITS OF PREVIOUS FINANCIAL YEAR(S) (AFTER PROVIDING FOR DEPRECIATION)
MONEYS PROVIDED BY CG OR SG IN PURSUANCE OF A GUARANTEE GIVEN BY IT.
FREE RESERVES (CAPITAL RESERVES NOT INCLUDED)

4. Profits of current Financial Year (after providing for depreciation)
INTERIM DIVIDEND
Profits of current Financial Year (after providing for depreciation)
Even if there is a LOSS In the current year ,it can be declared out of undistributed profit –P/L CREDIT BALANCE

5. DECLARATION OF FINAL DIVIDEND
RECOMMENDED BY BOD APPROVAL BY SHAREHOLDERS
MEMBERS IN AGM DECLARE DIVIDEND BY PASSING ORDINARY RESOLUTION IN GENERAL MEETING

6. PROHIBITION ON DECLARATION OF DIVIDEND
No dividend on equity shares
can be declared if:-
Failure on comply with
Sec. 73 or Sec. 74
If failure continues
SEC. 73: PROHIBITION ON ACCEPTANCE OF DEPOSIT FROM PUBLIC
SEC. 74: REPAYMENT OF DEPOSITS, ETC. ACCEPTED BEFORE COMMENCEMENT OF THIS ACT.
SC IN KISHANCHAND CHELLARAM VS CIT HELD THAT DIVIDEND ONCE DECLARED CANNOT BE REVOKED.

7. To registered shareholder
PAYMENT OF DIVIDEND
IN CASH
To registered shareholder
BY CHEQUE
To his order
DIVIDEND WARRANT
To his banker
BY ELECTRONIC MODE

8. DECLARATION OF DIVIDEND OUT OF FREE RESERVES
RULES:- such declaration of dividend shall not be made except in accordance with the following:
The rate of dividend declared SHALL NOT EXCEED THE AVERAGE of the rates at which DIVIDEND WAS DECLARED BY IT IN THE THREE YEARS immediately preceding that year:
Provided that this sub-rule shall NOT APPLY to a company, which Has Not Declared Any Dividend in each of the three preceding financial year.
The total amount to be drawn from such accumulated profits shall NOT EXCEED ONE-TENTH OF THE SUM OF ITS PAID-UP SHARE CAPITAL AND FREE RESERVES AS APPEARING IN THE LATEST AUDITED FINANCIAL STATEMENT.
The amount so drawn shall first be utilised to set off the losses incurred in the financial year in which dividend is declared before any dividend in respect of equity shares is declared.

9. The balance of reserves after such withdrawal shall NOT FALL BELOW FIFTEEN PER CENT OF ITS PAID UP SHARE CAPITAL as appearing in the latest audited financial statement.
AFTER COMPANIES AMENDMENT ACT, 2015 “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.
PROVIDED ALSO THAT NO DIVIDEND SHALL BE DECLARED OR PAID BY A COMPANY FROM ITS RESERVES OTHER THAN FREE RESERVES.

10. “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 OFF 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.”

11. Transfer to ‘unpaid dividend a/c” in scheduled bank
Within 30 days
REMAIN UNCLAIMED
Max.5 days
Within 90 days
Within 7 days
Transfer to ‘unpaid dividend a/c” in scheduled bank
Payment of dividend
If not claimed then prepare a report containing name,address AND place.
Declaration of dividend
Deposit amount of dividend in scheduled bank in separate account
Co. Liable 18%p.a. in case failure to distribute dividend
Co. Liable 12%p.a. in case failure to transfer dividend

12. FINES FOR CONTRAVENTION OF SEC 124
COMPANY
Every officer
MIN .5 LACS
MAX.25 LAKHS
MIN .1 LACS
MAX. 5 LAKHS

13. 1-4-2018 31-3-2019 30-9-2019 DURING FINANCIAL YEAR INTERIM DIVIDEND
DECLARE COMPANY INTERIM DIVIDEND AFTER OUT OF PROFIT OF P/L
DURING THIS PERIOD COMPANY IS DECLARING INTERIM DIVIDEND OUT OF PROFITS OF THEN THE INTERIM DIVIDEND OF 19-20

14. SECTION 125 INVESTOR EDUCATION AND PROTECTION FUND
There shall be credited to the Fund--examples
The amount given by the central government by way of grants after due Appropriation made by parliament by law in this behalf for being utilised for the purposes of the fund;
Donations given to the fund by the CENTRAL GOVERNMENT, STATE GOVERNMENTS, COMPANIES OR ANY OTHER INSTITUTION FOR THE PURPOSES OF THE FUND;
The amount in the unpaid dividend account of companies transferred to the fund under subsection (5) of section 124;
the interest or other income received out of investments made from the Fund;
The application money received by companies for allotment of any securities and due for refund;

15. THE FUND SHALL BE UTILISED FOR--
THE REFUND IN RESPECT OF UNCLAIMED DIVIDENDS, MATURED DEPOSITS, MATURED DEBENTURES, THE APPLICATION MONEY DUE FOR REFUND AND INTEREST THEREON;
PROMOTION OF INVESTORS’ EDUCATION, AWARENESS AND PROTECTION;
distribution of any disgorged amount among eligible and identifiable applicants for shares or debentures, shareholders, debenture-holders or depositors who have suffered losses due to wrong actions by any person, in accordance with the orders made by the Court which had ordered disgorgement;
REIMBURSEMENT OF LEGAL EXPENSES INCURRED IN PURSUING CLASS ACTION SUITS UNDER SECTIONS 37 AND 245BY MEMBERS, DEBENTURE-HOLDERS OR DEPOSITORS AS MAY BE SANCTIONED BY THE TRIBUNAL; AND

16. SECTION 127 PUNISHMENT FOR FAILURE TO DISTRIBUTE DIVIDENDS
Where a dividend has been declared by a company but has not been paid or the warrant in respect thereof HAS NOT BEEN POSTED WITHIN THIRTY DAYS from the date of declaration to any shareholder entitled to the payment of the dividend,
every director of the company shall, if he is knowingly a party to the default, be
Punishable with IMPRISONMENT WHICH MAY EXTEND TO TWO YEARS AND WITH FINE WHICH SHALL NOT BE LESS THAN ONE THOUSAND RUPEES FOR EVERY DAY during which such default continues and the company shall be liable to pay SIMPLE INTEREST AT THE RATE OF EIGHTEEN PER CENT. PER ANNUM DURING THE PERIOD FOR WHICH SUCH DEFAULT CONTINUES:

17. Provided that no offence under this section shall be deemed to have been committed:--
(a) where the dividend could not be paid by reason of the operation of any law;
b)where a shareholder has given directions to the company regarding the payment of the dividend and those directions cannot be complied with and the same has been communicated to him;
C) where there is a dispute regarding the right to receive the dividend;
d)where the dividend has been lawfully adjusted by the company against any sum due to it from the shareholder;
where, for any other reason, the failure to pay the dividend or to post the warrant within the period under this section was not due to any default on the part of the company.

18. IEPF 1 :-When dividend is unpaid for 7 years & transferred to IEPF FUND .Company to file IEPF 2 WITHIN 90 days of AGM EVERY YEAR STATEMENT OF UNCLAIMED DIVIDEND AS ON AGM DATE.

19. IEPF RULES AMENDMENT
(1) The shares shall BE CREDITED TO DEMAT ACCOUNT of the Authority to be opened by the Authority for the said purpose, WITHIN A PERIOD OF THIRTY DAYs of such shares BECOMING DUE TO be transferred to the Fund:
Provided that, in case the BENEFICIAL OWNER has encashed any dividend warrant during the last seven years, such shares shall not be required to be transferred to the Fund even though some dividend warrants may Not have been encashed:
Provided further that in cases where the period of seven years provided under sub-section (5) of section 124 has been completed or being completed during the period from 7th September, 2016 to 31st October, 2017, the due date of transfer of such shares shall be deemed to be 31st October, 2017.
(2) For the purposes of effecting transfer of such shares, the BOARD shall authorise the Company Secretary or any other person to sign the necessary documents.

20. RULE 3 TRANSFER OF SHARES
PHYSICAL SHARES
DEMAT SHARES
CO.TO ISSUE ADVERTISEMENT IN ENGLISH AND VERNACULAR LANGUAGE
YES
SIMULTANEOUSLY INFORM SHAREHOLDERS PRIOR TO 3 MONTHS OF TRANSFER
CO.TO AUTHORISED CS /OTHER PERSON TO EXECUTE DOCUMENTS
NEXT SLIDE

21. SHARES WILL BE TRANSFERRED TO IEPF DEMAT ACCOUNT
NSDL
CDSL
PUNJAB NATIONAL BANK
SBI
CO.TO FILE IEPF -2 WITHIN 90 DAYS OF AGM EVERY YEAR STATEMENT OF UNCLAIMED DIVIDEND AS ON AGM DATE

22. SOME SHARES MAY NOT BE TRANSFERRED
1. WHERE THE COURT /TRIBUNAL/ STATUTORY AUTHORITY HAS ORDERED NOT TO TRANSFER THE SHARES
2.SHARES PLEDGED/HYPOTHECATED
Note 1:- FOR SHARES WHICH ARE NOT TRANSFERRED FORM IEPF -3 WITHIN 30 DAYS FROM THE END OF FINANCIAL YEAR
NOTE 2:- FOR TRANSFER OF SHARES TO IEPF:- FORM IEPF 4

23. FOR THE PURPOSES OF EFFECTING THE TRANSFER SHARES HELD IN PHYSICAL FORM-
(i) the Company Secretary or the person authorised by the Board shall make an application, on behalf of the concerned shareholder, to the company, for issue of a new share certificate;
(ii) on receipt of the application under clause (a), a NEW SHARE CERTIFICATE for each such shareholder shall be issued and it shall be stated on the face of the certificate that “Issued in lieu of share certificate No..... for the purpose of transfer to IEPF” and the same be recorded in the register maintained for the purpose;
(iii) PARTICULARS of every share certificate shall be in FORM NO. SH-1 as specified in the Companies (Share Capital and Debentures) Rules, 2014;
(iv) after issue of a new share certificate, the company shall inform the depository by way of corporate action to convert the share certificates into DEMAT form and transfer in favour of the Authority.

24. REFUND OF SHARES PROCEDURES
1.SHAREHOLDER TO FILE IEPF-5
2.SHAREHOLDER TO SEND A COPY OF IEPF 5 TO THE COMPANY
3.NODAL OFFICER OF THE COMPANY(CS) TO VERIFY THE CLAIM
4.SEND VERIFICATION TO IEPF AUTHORITY WITHIN 15 DAYS
5.IF IEPF AUTHORITY DOES NOT RECEIVE VERIFICATION WITHIN 90 DAYS OF FILING THE FORM PLUS EXTENSION OF 30 DAYS

25. RULE 4:-
The company shall make such transfers through corporate action and shall preserve copies for its records.
RULE 5:-
While effecting such transfer, the company shall send a statement to the Authority in FORM NO. IEPF 4 containing details of such transfer.
RULE 6:-
The voting rights on shares transferred to the Fund SHALL REMAIN FROZEN until the rightful owner claims the shares:
PROVIDED THAT for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the shares which have been transferred to the Authority shall not be excluded while calculating the total voting rights.

26. RULE 7:-
The company SHALL MAINTAIN THE DETAILS OF SHAREHOLDING of each individual shareholders whose shares have been credited to the DEMAT account of the Authority.
RULE 8:-
(8) All benefits accruing on such shares e.g., bonus shares, split, consolidation, fraction shares etc., EXCEPT RIGHT ISSUE SHALL ALSO BE CREDITED TO SUCH DEMAT ACCOUNT.
RULE 9:-
The shares held in such DEMAT account SHALL NOT BE TRANSFERRED or dealt with in any manner whatsoever except for the purposes of transferring the shares back to the claimant as and when he approaches the Authority or in accordance with sub-rule (10) and (11).

27. RULE 10 :-
(10) If the company is GETTING DELISTED, the Authority shall surrender shares on behalf of the shareholders in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the PROCEEDS REALISED shall be CREDITED TO THE FUND AND A SEPARATE LEDGER ACCOUNT SHALL BE MAINTAINED FOR SUCH PROCEEDS.
RULE 11 :-
In case the company whose shares or Securities are held by the Authority is being WOUND UP, the Authority MAY surrender the Securities to receive the amount entitled on behalf of the security holder and credit the amount to the Fund and a separate ledger account shall be maintained for such proceeds.

28. RULE 12 :-
(12) Any further dividend received on such shares shall be credited to the Fund and a separate ledger account shall be maintained for such proceeds.
RULE 13 :-
Any amount required to be credited by the companies to the Fund as provided under sub-rules (10), (11) and sub-rule (12) shall be remitted into the specified account of the IEPF Authority maintained in the PUNJAB NATIONAL BANK.
RULE 14 :-
Authority shall FURNISH ITS REPORT to the Central Government as and when noncompliance of the rules by companies came to its knowledge.

29. ACCORDING TO REVISED SS 1
RECORDS AND MAINTENANCE
Dividend cheques or warrants returned by the Bank, after payment thereof, and the Dividend Registers shall be preserved by the company for a period of eight years.
Where the company has given an undertaking to the Bank for preservation or safe keeping of paid Dividend cheques or warrants for a specified period, the said instruments shall be preserved for such specified period or eight years from the date of the instrument whichever is longer
- Records to be DESTROYED AFTER APPROVAL OF BOARD OR IN ACCORDANCE
WITH POLICY.

30. What needs to be printed on Dividend Warrant:
Name of the Bank and Account Number. If not available then
Registered Address of the Member.

31. Then no question of claim so we have to see seven years in which dividend was declared say for example Example ❌ not claimed ❌ ❌ ❌ ❌ ❌ ❌ To be transferred as not claimed for 7 years

32. Now example ❌ ❌ ❌ ❌ ✅claimed ❌ ❌ Can’t transfer as claimed in 2015

33. Example dividend declared but not claimed ❌ ❌ company didn’t declare dividend company didn’t declare dividend company declared not claimed❌ company declared not claimed ❌ company declared not claimed ❌ Can’t transfer technically as there was no question of claim for year 2013 and Law says seven consecutive years for which dividend has not been claimed

34. Ans :- 1.Average of last 3 years -10% of 50 lakhs = 5
Q:- Equity capital Rs 50 lakhs .Average of last 3 years dividend is 10% .
Proposed dividend 10%. Profits less than 5 lakhs.Losses Not adjusted 7 lakhs.
Free reserves 60 lakhs.
Ans :- 1.Average of last 3 years -10% of 50 lakhs = 5
2. Maximum amount 1/10 of( ) = 11 lakhs.
Loss 7 lakhs .Balance amount – 11-7lakhs = 4 lakhs.
4.Free reserves should be maintain 15% of 50 lakhs
Its appears free reserves is much more = 7.5 lakhs (8%)
So the company can declared the proposed dividend of 4 lakhs.