Dividends and Their Distribution

Introduction

Dividends represent a portion of a company’s profits distributed to shareholders as a return on their investment. The declaration and payment of dividends are governed by the Companies Act, 2013, as well as regulations set by the Securities and Exchange Board of India (SEBI) for listed companies. The distribution of dividends ensures that shareholders receive a fair share of corporate earnings, while also maintaining financial stability within the company.

Legal Framework Governing Dividends

The Companies Act, 2013, provides a structured legal framework for the declaration, distribution, and regulation of dividends. The law ensures that dividends are fairly distributed among shareholders while maintaining the financial integrity of companies. The provisions governing dividends primarily focus on profitability, shareholder rights, compliance, and the protection of unclaimed dividends.

Definition of Dividend
According to Section 2(35) of the Companies Act, 2013, dividend refers to “the distribution of a portion of a company’s profits to its shareholders in proportion to the paid-up share capital they hold.” This definition establishes that dividends are payable only from a company’s legitimate earnings and cannot be distributed arbitrarily.

Types of Dividends

Dividends can be classified into two primary types:
1. Final Dividend – Declared at the Annual General Meeting (AGM) after the approval of shareholders. Once declared, it becomes a legal obligation for the company to pay.
2. Interim Dividend – Declared by the Board of Directors during the financial year, before the finalization of annual accounts. Unlike final dividends, interim dividends do not require shareholder approval.
Governing Provisions of Dividends
The following sections of the Companies Act, 2013, regulate the declaration and distribution of dividends:
● Section 123 – Specifies the conditions for declaring dividends, including the requirement that dividends be paid out of current profits or free reserves.
● Section 124 – Addresses unpaid and unclaimed dividends, requiring companies to transfer such amounts to a separate account and eventually to the Investor Education and Protection Fund (IEPF) if unclaimed for seven years.
● Section 125 – Establishes the IEPF to safeguard shareholder interests and ensure unclaimed dividends are used for investor protection.

Conditions for Declaration of Dividends (Section 123)

Under Section 123(1) of the Companies Act, 2013, a company can declare and distribute dividends only if it meets certain conditions to ensure financial prudence and shareholder protection. The declaration of dividends must align with corporate governance principles and legal compliance requirements.
Essential Conditions for Declaring Dividends
A company can declare a dividend only when the following conditions are met:
1. Availability of Profits – The company must have sufficient net profits for the year or accumulated profits in its free reserves.
2. Board of Directors’ Recommendation – The dividend must first be recommended by the Board of Directors before being approved by shareholders.
3. Transfer to Reserves – If required, a company must transfer a prescribed percentage of profits to reserves before declaring dividends.
4. Use of Free Reserves – If the company lacks adequate profits in the current year, it may pay dividends from free reserves under Rule 3 of the Companies (Declaration and Payment of Dividend) Rules, 2014.
5. Compliance with Legal and Tax Obligations – The company must fulfill all statutory obligations, including payment of taxes and compliance with regulatory requirements.
Restriction on Dividend Payment: According to Section 123(6), a company cannot declare dividends if it has defaulted in repaying deposits or interest on deposits accepted from the public under Section 73 and 74 of the Companies Act, 2013.
Brook Bond India Ltd. v. Union of India (1986)
Facts: The company attempted to distribute dividends from its capital reserves instead of profits.
Held: The Supreme Court ruled that dividends can only be paid from profits and free reserves, emphasizing that capital reserves should not be used for dividend distribution to protect financial stability.
These provisions ensure that dividends are declared ethically and responsibly, maintaining the company’s financial health while upholding shareholder rights.

Sources of Dividend Payment

A company must ensure that dividends are paid from legally permissible sources to maintain financial stability and shareholder trust. The Companies Act, 2013, along with the Companies (Declaration and Payment of Dividend) Rules, 2014, governs the sources from which dividends can be distributed.
Permissible Sources for Dividend Payment
A company can declare and distribute dividends from the following sources:
1. Current-Year Profits – Dividends can be paid from net profits recorded in the profit and loss account after deducting depreciation, previous losses, and tax liabilities.
2. Retained Earnings or Free Reserves – If the current year’s profits are insufficient, companies may utilize retained earnings from previous years, subject to compliance with legal provisions.
3. Government Grants or Special Provisions – Government-controlled companies may declare dividends based on special grants, subsidies, or policy directives from the government.
National Textile Workers’ Union v. P.R. Ramakrishnan (1983)
Facts: Employees challenged the declaration of dividends when the company had outstanding liabilities.
Held: The Supreme Court ruled that companies must prioritize financial obligations, ensuring that creditors and employees’ dues are settled before declaring dividends.
This ruling reinforced that dividend distribution must be fiscally responsible and should not compromise a company’s solvency or stakeholder interests.

Dividend Distribution Process

The process of distributing dividends involves several critical steps to ensure compliance with corporate regulations and fairness to shareholders.
1. Board Resolution – The first step in the dividend distribution process is the approval by the Board of Directors. The board reviews the company’s financial position, profitability, and liquidity before recommending a dividend. This resolution is crucial as it sets the proposed dividend rate and ensures that the company can afford the distribution.
2. Shareholder Approval – While interim dividends can be declared solely by the board, final dividends require approval from shareholders at the Annual General Meeting (AGM). Shareholders have the right to approve or reject the board’s proposal, but they cannot declare a dividend higher than what the board recommends.
3. Record Date – To ensure clarity in dividend distribution, a record date is set. Only shareholders whose names appear in the company’s records on this date are entitled to receive the dividend. This prevents disputes and ensures transparency in shareholder entitlements.
4. Dividend Payment – Once approved, the company must distribute the dividend within 30 days of declaration. Non-payment within the stipulated period may attract legal penalties.

Unpaid and Unclaimed Dividends (Section 124)

Under Section 124 of the Companies Act, 2013, companies must take specific steps to handle unpaid or unclaimed dividends:
● If a declared dividend remains unpaid for more than 30 days, the company must transfer the amount to a special Unpaid Dividend Account within 37 days.
● Shareholders can claim unpaid dividends from this account at any time.
● If the dividend remains unclaimed for 7 years, the company must transfer it to the Investor Education and Protection Fund (IEPF) maintained by the government.
● Shareholders can apply to the IEPF Authority to reclaim their dividends.
Failure to comply with these provisions can lead to penalties and legal consequences for the company and its directors, ensuring accountability in dividend distribution.

Penalties for Non-Compliance in Dividend Payment

Failure to comply with dividend payment provisions under Section 127 of the Companies Act, 2013 can result in serious penalties:
● Company Fine: A penalty of up to ₹5 lakh for failure to distribute dividends within the prescribed time.
● Director’s Liability: Responsible directors may face imprisonment of up to 2 years or a fine of ₹1,000 per day until the default is rectified.
● Interest on Delayed Payment: If dividends are not paid within 30 days of declaration, the company must pay interest at 18% per annum to shareholders.

Taxation on Dividends

Tax Implications for Shareholders
● Under the Finance Act, 2020, dividends are now taxable in the hands of shareholders as per the Income Tax Act, 1961.
● Previously, companies paid Dividend Distribution Tax (DDT), but this was abolished to remove double taxation.
● Shareholders must pay tax on dividends received at applicable income tax slab rates, with Tax Deducted at Source (TDS) applicable for dividends exceeding ₹5,000 annually.

Special Provisions for Listed Companies (SEBI Regulations)

Listed companies in India must comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) regarding dividend declaration and distribution. These regulations aim to enhance transparency, investor protection, and corporate governance.
Key SEBI Regulations
1. Dividend Declaration Policy: Regulation 43A mandates that the top 1,000 listed companies disclose their dividend distribution policy, including factors influencing dividend payouts.
2. Timely Payment Compliance: As per Regulation 12, companies must distribute declared dividends within 30 days of shareholder approval.
3. Mandatory Electronic Transfers: SEBI mandates electronic clearing systems for payments above ₹5,000, ensuring faster and safer dividend distribution.

Emerging Trends in Dividend Policies

Modern corporate governance and financial strategies are shaping evolving trends in dividend policies, reflecting investor preferences, regulatory changes, and economic conditions.
Sustainable Dividend Policies
● Companies prioritize consistent and predictable dividends to attract long-term investors seeking financial stability.
● ESG (Environmental, Social, and Governance) principles influence dividend strategies, encouraging reinvestment in sustainable growth initiatives rather than excessive payouts.
Share Buybacks as an Alternative
● Instead of paying cash dividends, companies may repurchase shares, reducing outstanding shares and increasing earnings per share (EPS).
● Buybacks can offer tax efficiency and enhance shareholder value through capital appreciation rather than direct payouts.

Conclusion

Dividend distribution is a crucial component of corporate finance and governance, ensuring shareholder returns while maintaining financial stability. The Companies Act, SEBI regulations, and taxation laws collectively govern dividend payments, imposing strict compliance requirements on companies. Case laws have reinforced the principles of fairness, transparency, and accountability in dividend policies.
Emerging trends, including ESG-driven dividend strategies and the rise of share buybacks, indicate a dynamic shift in how companies distribute profits. Adhering to legal frameworks and best corporate governance practices remains essential for sustaining investor confidence and ensuring regulatory compliance.

Reference
Taxmann’s Company Law and Practice