Miscellaneous: Dividend, Postal Ballot, Resolutions, Registrar
# Miscellaneous Definitions — Dividend, Postal Ballot, Resolutions & Registrar
## 1. Dividend [Sec 2(35)]
Inclusive — includes any interim dividend.
> The Act does not exhaustively define 'dividend' — it only clarifies that interim dividend is covered. The mechanics are in Sec 123.
## 2. Postal Ballot [Sec 2(65)]
Voting by post or through any electronic mode (e-voting).
> Enables members to vote without attending a general meeting — used for items where physical meetings are impractical.
## 3. Ordinary / Special Resolution [Sec 2(63)]
An OR / SR as referred to in Section 114. (Refer to Sec 114 for thresholds: OR — simple majority; SR — at least 3:1 majority.)
## 4. Register of Companies [Sec 2(74)]
The register of companies maintained by the Registrar — on paper or in any electronic mode — under this Act.
## 5. Registrar [Sec 2(75)]
Means any of the following officers having the duty of registering companies and discharging various functions under the Act:
Registrar
Additional Registrar
Joint Registrar
Deputy Registrar
Assistant Registrar
> All five tiers come under the umbrella term 'Registrar' — important when a section mentions filing 'with the Registrar'.
Worked example
### Example 1
Q: A Ltd declares an interim dividend of ₹2/share in October 2025. Does Sec 2(35) recognise this as 'dividend'?
A: Yes. The definition expressly includes interim dividends.
### Example 2
Q: Can a resolution for shifting registered office from one state to another be passed by postal ballot?
A: Yes — under Sec 2(65), voting through post or e-mode is treated as a postal ballot; many items (especially special resolutions for items prescribed) can be passed via postal ballot.
### Example 3
Q: A company files Form MGT-7 with the Joint Registrar instead of the Registrar. Is this valid filing 'with the Registrar' under the Act?
A: Yes. Sec 2(75) treats Joint Registrar (and Addl./Dy./Asst. Registrar) as 'Registrar' for the purposes of the Act.
⚠️ Common exam mistakes
Treating final dividend and interim dividend as outside the same definition — Sec 2(35) is inclusive of interim dividend.
Equating postal ballot only with physical post — e-voting is also a postal ballot under Sec 2(65).
Assuming only the chief Registrar of Companies has authority — Additional / Joint / Deputy / Assistant Registrars are also covered by Sec 2(75).
Bare-Act text Section 2(35), 2(63), 2(65), 2(74), 2(75) · Companies Act, 2013 · click to expand
Sec 2(35): 'Dividend' includes any interim dividend.
Sec 2(65): 'Postal ballot' means voting by post or through any electronic mode.
Sec 2(63): 'Ordinary or special resolution' means an ordinary resolution, or as the case may be, special resolution referred to in section 114.
Sec 2(74): 'Register of companies' means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act.
Sec 2(75): 'Registrar' means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act.