Declaration and Payment of Dividend : A Quick Summary | CA Inter

 

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📌 Introduction

Dividends are more than just a profit distribution mechanism. They act as a strategic tool for companies to attract investors, manage cash flows, and comply with legal obligations.

However, many CA students struggle with understanding:
How dividends are declared and paid
The legal provisions governing them
What happens to unclaimed dividends (IEPF)
When a company can/cannot pay dividends

This blog will simplify the topic in a way that makes memorization easy and real-life application clear! 🚀


1️⃣ Meaning & Types of Dividend

📜 Legal Definition (Companies Act, 2013)

According to Section 2(35), “dividend” includes any interim dividend, meaning both final and interim dividends fall under this definition​.

Types of Dividend

🧐 Two Types of Dividends

TypeDeclared When?Who Declares?Can It Be Revoked?
Final DividendAt the AGM after finalizing accountsShareholders approve Board’s recommendation❌ No
Interim DividendDuring the financial yearBoard of Directors✅ Yes, before payment

📌 Key Rule: Shareholders cannot increase the final dividend beyond the Board’s recommendation​.


2️⃣ Sources for Declaring Dividend (Sec 123)

A company can only declare dividends from these sources:

Current Year Profits (after depreciation)
Past Year Profits (from free reserves)
Government Grants (if applicable)

📌 Rule: Companies cannot use capital profits or revaluation gains for paying dividends​.

💡 Example: If Tata Steel had a ₹1,000 Cr profit this year, it could pay dividends from this amount after accounting for depreciation and losses.


3️⃣ How Companies Strategically Use Dividend Policies

Dividend Policies

Dividends are not just about rewarding investors. They are a strategic business tool:

✔ High Dividend = Stability Signal

Used by large, cash-rich companies to attract stable investors.
Example: ITC, Hindustan Unilever (HUL) consistently pay dividends to gain investor trust.

✔ No/Low Dividend = Growth Strategy

Used by fast-growing companies that reinvest profits into expansion.
Example: Amazon and Tesla don’t pay dividends, yet their stock value keeps rising.

✔ Irregular Dividends = Market Signal

A sudden cut in dividends might indicate financial trouble.
Example: Vodafone Idea stopped paying dividends when it started facing huge losses.


4️⃣ Key Provisions: Declaration & Payment of Dividends

ProvisionDetails
Section 123 (1) & (2)Dividend can only be paid from profits (current or past years)​.
Section 124 (1)If a dividend is unclaimed for 30 days, it must be transferred to a separate Unpaid Dividend Account​.
Section 125After 7 years, unclaimed dividends are transferred to the Investor Education and Protection Fund (IEPF)​.

📌 Rule: Companies must deposit dividends into a bank account within 5 days of declaration​.


5️⃣ Dividend Myths That Lead to Bad Investment Decisions

Dividend Myths

🚨 Myth #1: A high dividend means the company is strong.
Reality: Some companies pay high dividends to hide poor growth.
💡 Example: Vodafone Idea paid dividends before, but later suffered financial losses.

🚨 Myth #2: No dividend = Weak company.
Reality: Companies like Amazon & Tesla never paid dividends but grew exponentially.

🚨 Myth #3: Dividends are free money.
Reality: On the ex-dividend date, stock prices drop by the dividend amount.

💡 Example: If Reliance Industries declares ₹20 per share dividend, its stock price might drop by ₹20 the next day.


6️⃣ Unclaimed Dividends & The IEPF (Investor Education & Protection Fund)

If a shareholder does not claim dividends for 7 years, the company must transfer the amount to IEPF​.

🔹 What Happens to Unclaimed Dividends?

📌 After 30 days → Moved to an Unpaid Dividend Account.
📌 After 7 years → Moved to IEPF, a government fund​.

🔹 Can Shareholders Reclaim Unclaimed Dividends?

✅ Yes! Investors can apply to IEPF with valid documents to reclaim dividends.

💡 Example: Many people inherit shares but forget to claim dividends. These funds don’t disappear—they move to IEPF!


7️⃣ What Happens If a Company Fails to Pay Dividends? (Sec 127 Penalties)

If a company declares but does not pay dividends, penalties apply:

Who is Liable?Punishment
Company18% Interest on unpaid dividend​
DirectorsUp to 2 years imprisonment + ₹1,000 per day fine

📌 Exemptions: If a shareholder fails to claim dividends or disputes arise, the company won’t be penalized​.


8️⃣ Flowchart: The Lifecycle of a Declared Dividend

📌 From declaration to payment (or IEPF transfer!):

Company Declares Dividend → Deposits in Bank → Pays Shareholders  

If Not Claimed in 30 Days → Moves to "Unpaid Dividend Account"

If Not Claimed in 7 Years → Moves to **IEPF** (Can Be Reclaimed!)

🎯 Final Takeaways for CA Students

Understand the psychology behind dividend policies – it’s not always about rewarding investors!
Don’t blindly chase high dividends – analyze company fundamentals first.
Be aware of IEPF rules – unclaimed dividends don’t disappear but get transferred.
Dividends affect stock prices – always track the ex-dividend date.

💡 Next time you see a company declaring dividends, ask yourself:
🧐 Is it a financial reward or a strategic move to attract investors?


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Best of luck!

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Jai Hind,Vande Mataram
Team CA Study

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