Interim dividend confirmation at AGM

[CS A Rengarajan]

​SUNDRAM FASTENERS LIMITED

Extract from the Report of the Board of Directors


DIVIDEND

The Directors at their me

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 held on March 09, 2016 . had approved payment of second interim dividend of Rs 1.30 per share (130%) of face value of Re 1/ each absorbing a sum of Rs 32.01 crores (including dividend distribution tax for the financials year ended March 31, 2016  and the same was paid to the shareholders on 28th March 2016.  The Board had earlier declared first interim dividend of Rs 0.85 per share (85%)of face of Re 1/- each absorbing a sum of Rs 21.44 crores (including dividend distribution tax) for the financial year 2015-16 and the same was paid on 24th November 2015 .  No final dividend has been recommended by the Board of Directors. Thus, the total dividend paid during the period under review aggregates to Rs 2.15 per share amount to Rs 53.45 crores  (including dividend distribution tax)

PLEASE NOTE THAT NO MENTION OR RESOLUTION IN THE NOTICE  In other words the notice did not contain any resolution for confirmation of payment of interim dividend.

WHEREEAS

  WIPRO LIMITED  AGM NOTICE TO MEMBERS Item 2 reads as follows :

To confirm the payment of interim Dividend of Rs 5 per equity share and declare a Final Dividend of Rs 1 per equity share for the financial year 2015-16


Members Opinion invited  on the about subject

Whether it is legally required to confirm the payment of interim dividend in the Annual General Meeting or not necessary   Which is correct the procedure adopted by  WIPRO Limited or SUNDRAM FASTENERS LIMITED​

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A.Rengarajan
Practising  Company  Secretary
Chennai

Mobile 93810  11200

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LET  US  SUPPORT  COMPANY  SECRETARY  BENEVOLENT  FUND  FOR  COMMON  CAUSE

[Jayashree Chandrasekaran]

Interim dividend needs to be confirmed at the ensuing Annual General Meeting

Jayashree

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C.JAYASHREE
PROPRIETOR
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[Vidhya Narasimhan]

But the dividend rules does not state that the Interim dividend has to be confirmed in AGM. The Board has power for approving and make payment of interim dividend.  

So in my understanding SUNDRAM FASTENERS LIMITED is correct.   

Regards,

Srividhya

[Anita Chaudhary]

I have the same view as above, anyone having different view kindly mention reference from Act and Rules.

Warm regards,

Anita Chaudhary

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[nidhi goel]

Board has power to declare Interim Dividend, which is not to be confirmed in AGM.

Final Dividend needs to be confirmed in AGM

Thanks & Regards

Nidhi Goel

Company Secretary.

[CS Harshal Gandhi]

Dear All,

PFA Notes on Dividend which is issed by ICSI.

On page no.15, Point No. 22 it is written that "Confirm the interim dividend in the next Annual General Meeting." under the head of INTERIM DIVIDEND

[Anita Chaudhary]

it is just a note, we are note required to follow it. please quote reference from Act, Rules, secretarial standards.

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[CS CMA Meena]

pLEASE CHECK RIL ANNUAL REPORT

[CS A Rengarajan]

Further  to  the  discussion ,  am  forwarding  the  opinion  posted  in  Ramaiya  Gudie

Others  view  solicited.

Regards 

A Ramaiya  Guide to the  COMPANIES ACT    18th Edition

Volume  1  Page  1850  Section   123

Regularization of interim dividend by AGM

The views mentioned below were expressed by the department before S 2 (14A of the 1956 Act was inserted by the Companies (Amendment) Act  2000, which defines ' dividend ' to include interim dividend.  The insertion of s 2 (14) if the 1956 Act does not seem to make any substantive change in the position beyond conferring the status of validity to interim distributions.  The views of the department issued under the 1956 Act as a guidance note for interpretation of the provisions in the 2013 Act  However , there are not binding per se.


Department's views  The Department is of  the view that approval of dividend is the privilege of the general meeting and the board can pay interim dividend if so authorized by the articles of association subject to the regularization of the interim dividend by the company in general meeting  (letter No. 8/13/ (205A) /  79-CL V  dated 18 07 1981 )

Generally Department will follow only their circulars or letters and NOT opinion given by learned councils

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