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Microlesson · 5-min read

Transfer to Reserves & Declaration from Free Reserves (Section 123)

# Transfer to Reserves & Declaration from Free Reserves

## Transfer to Reserves — Now Optional

Before declaring any dividend in any financial year, a company may transfer such percentage of its profits to free reserves as it considers appropriate.

Key points:

  • Such transfer is NOT mandatory
  • The percentage is at the discretion of the company
  • (This is a change from the old Companies Act, 1956 regime which made transfers mandatory)

## Dividend Only from Free Reserves

Dividend shall be declared or paid by a company only from its free reserves.

> No other reserve (e.g., capital reserve, securities premium, revaluation reserve) can be utilised for declaration of dividend.

### What are Free Reserves?

Free reserves are reserves available for distribution as dividend, as per the Balance Sheet — excluding any reserve created from unrealised gains, notional gains or revaluation of assets.

⚠️ Common exam mistakes

  • Treating transfer to reserves as mandatory before declaring dividend — under the 2013 Act it is discretionary.
  • Using capital reserve or securities premium for dividend payment — only free reserves qualify.
  • Including revaluation reserve as a 'free reserve' for dividend purposes — it does not qualify.
Bare-Act text Second & Third provisos to Section 123(1), Companies Act, 2013 · The Companies Act, 2013 · click to expand
Provided further 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 also that no dividend shall be declared or paid by a company from its reserves other than free reserves.
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