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Microlesson · 5-min read

Types of Dividends - Interim and Final

# Types of Dividends

## 1. Interim Dividend

### Declaration

  • Who: Board of Directors
  • When: Any time between closure of FY and the AGM

### Sources of Interim Dividend

The Board may use any of:

1. Surplus in P&L account

2. Profits of current FY

3. Profits up to the quarter preceding the declaration date

### Ratification

Must be ratified by members at the ensuing AGM.

### If Current Year Shows Losses

Interim dividend cannot exceed the average rate declared in the previous 3 financial years.

### Separate Bank Account

Dividend must be deposited in a separate bank account within 5 days of declaration.

### Applicable Provisions

All provisions applicable to final dividend also apply to interim dividend.

## 2. Final Dividend

### Declaration

  • Who: Members at the AGM
  • On: Recommendation by the Board

### Rate Limitation

The rate recommended by the Board cannot be increased by members. Members may:

  • Approve at recommended rate, OR
  • Approve at a lower rate, OR
  • Disapprove altogether

## Comparison Table

BasisInterim DividendFinal Dividend
DefinitionDeclared and paid during an accounting year (before finalisation of accounts)Recommended by Board and approved by shareholders at AGM after close of FY
Declared ByBoard of DirectorsShareholders (on Board recommendation)
TimingBetween FY close and AGMAt the AGM
SourceSurplus in P&L, current year profits, profits up to preceding quarterProfits / Reserves as per Sec 123
RatificationRequired at AGMNot applicable (declared at AGM itself)
Cap if Loss in Current YearAverage of past 3 years' ratesN/A
Bank AccountSeparate account within 5 daysSame rule applies (Sec 123)

## Practical Sequence

```

FY Closes → Interim Dividend (Board) → AGM → Final Dividend Declared + Interim Ratified

```

Worked example

### Example 1

Example 1: ABC Ltd has surplus of ₹50 lakhs in its P&L. Up to Q3 of current FY, it has incurred a loss of ₹10 lakhs. In previous 3 years, it declared dividends of 10%, 12%, and 14%. What is the maximum rate of interim dividend the Board can declare?

Answer: Since the company has incurred a loss in the current FY (up to the preceding quarter), the interim dividend rate cannot exceed the average of past 3 years' rates = (10+12+14)/3 = 12%.

### Example 2

Example 2: The Board of PQR Ltd declared an interim dividend of 8% on 15th May 2024. The AGM was held on 30th September 2024. The members at the AGM wanted to revise the rate to 10%. Is this permissible?

Answer: No. Members cannot increase the rate. They may ratify the interim dividend, or reduce it, but cannot increase it.

### Example 3

Example 3: XYZ Ltd declared an interim dividend on 1st June 2024. By when must it deposit the amount in a separate bank account?

Answer: Within 5 days of declaration, i.e., by 6th June 2024.

⚠️ Common exam mistakes

  • Believing interim dividend needs shareholder approval to be declared — Board alone declares; AGM only ratifies.
  • Forgetting the 5-day rule for separate bank account deposit (it applies to both interim and final).
  • Calculating the average rate of past 3 years incorrectly when current year shows loss.
  • Assuming interim dividend can be declared even when there is loss in current year — it can, but the rate is capped to the 3-year average.
  • Treating interim and final dividend regulations as different — almost all final dividend provisions also apply to interim dividend.
Bare-Act text Section 123 (read in context of Sec 2(35)) · Companies Act, 2013 · click to expand
Sec 123(3): 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 of 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 the immediately preceding three financial years.
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