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Microlesson · 5-min read

Definition and Types of Dividend

# Dividend — Definition and Types [Section 2(35)]

## What is Dividend?

  • Dividend is declared as a proportion of the Nominal (Face) Value of a share — never on market value.
  • The Act's definition is short but loaded: "Dividend includes interim dividend."

## Two Types of Dividend

### 1. Interim Dividend

  • Declared by the Board alone (no shareholder approval required).
  • Declared:
  • During the financial year, OR
  • Post-closure of the financial year, till holding the AGM.
  • Can be revoked after declaration — but only with the consent of all shareholders.

### 2. Final Dividend

  • Recommended by the Board AND approved by shareholders at the AGM.
  • Shareholders cannot increase the rate recommended by the Board (they may approve or reduce).
  • Once declared at AGM, it becomes a liability/debt of the company → CANNOT be revoked in any case.

## Comparison Table

FeatureInterim DividendFinal Dividend
Who declares?Board onlyBoard recommends, shareholders approve at AGM
When?During FY or before AGMAt AGM
Revocable?Yes (with consent of all shareholders)No — becomes debt of company
Rate ceiling by shareholders?N/ACannot exceed Board's recommendation

## Key Memory Hook

"Interim = Board's call, retractable with unanimous consent. Final = shareholder-approved at AGM, becomes a debt the moment it's declared."

Worked example

### Example 1

Example: The Board of K Ltd. declares an interim dividend of 10% on 15 January. On 20 February (before the next AGM), the Board realises cash flow is tight and wants to revoke the dividend. Can it?

Answer: An interim dividend can be revoked only with the consent of all shareholders after declaration. So unless every shareholder agrees, the Board cannot revoke it unilaterally.

### Example 2

Example: At the AGM of M Ltd., the Board recommends a final dividend of 8%. A group of shareholders proposes to raise this to 12%. Is this permitted?

Answer: No. Shareholders cannot increase the rate of dividend recommended by the Board. They may approve at 8% or reduce, but not increase.

⚠️ Common exam mistakes

  • Calculating dividend on market value — it's always on face/nominal value.
  • Thinking interim dividend is irrevocable like final dividend.
  • Believing shareholders can raise the dividend rate above Board's recommendation.
Reference: Section 2(35) — Companies Act, 2013
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