The Board Resolution For Declaration of Dividend is a critical corporate governance document used when a company's board of directors decides to distribute profits to shareholders. Under Indian law, particularly the Companies Act, 2013, this resolution is mandatory before any dividend can be declared and paid. It serves as official documentation of the board's decision-making process and ensures compliance with statutory requirements, including assessment of the company's financial position, profit availability, and mandatory reserve requirements. The resolution must address specific legal requirements such as maximum dividend rates, sources of dividend payment, and compliance with the company's Articles of Association. For listed companies, additional SEBI regulations must be considered, including timely disclosure requirements and dividend distribution policies.
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1. Title and Company Details: Full legal name of the company, CIN, registered office address
2. Meeting Details: Date, time, venue of the board meeting, and details of directors present
3. Chairman: Appointment/presence of Chairman for the meeting
4. Quorum Confirmation: Confirmation that the required quorum is present as per Articles of Association
5. Previous Meeting Minutes: Confirmation of previous meeting minutes' review and approval
6. Financial Performance Review: Brief overview of company's financial performance justifying dividend declaration
7. Dividend Proposal: Specific details of proposed dividend including rate, amount per share, and total outflow
8. Legal Compliance Statement: Statement confirming compliance with Companies Act, 2013 and other applicable regulations
9. Resolution Text: Formal resolution text for dividend declaration with all necessary details
10. Implementation Instructions: Specific instructions for dividend payment, record date, and execution
11. Closure: Meeting conclusion, vote of thanks, and signature requirements
1. Interim Dividend Special Provisions: Required when declaring interim dividend, including special compliance statements
2. Stock Exchange Notification: Required for listed companies to include details about stock exchange notifications
3. Transfer to Reserves: Optional section when company decides to transfer any amount to reserves
4. Special Dividend Provisions: Required when declaring special dividend with specific terms
5. Tax Implications Statement: Detailed statement about tax implications when relevant for shareholders
6. Electronic Payment Instructions: Specific instructions for electronic payment modes when applicable
1. Financial Summary: Summary of relevant financial statements supporting dividend declaration
2. Dividend Calculation Sheet: Detailed calculations showing dividend amount, tax implications, and total outflow
3. Compliance Checklist: Checklist confirming compliance with all relevant legal requirements
4. Director Attendance Sheet: List of directors present with their signatures
5. Dividend Distribution Timeline: Schedule of important dates and actions for dividend distribution
Relevant legal definitions
Act
Articles
Board of Directors
Company
Dividend
Financial Year
Final Dividend
Interim Dividend
Record Date
Book Closure Date
Registrar and Share Transfer Agent
SEBI
Members
Shareholders
Dividend Distribution Tax
Reserves
Free Reserves
Paid-up Share Capital
Securities
Stock Exchange
Depositories
Dividend Distribution Policy
Applicable Laws
Corporate Action
Articles
Board of Directors
Company
Dividend
Financial Year
Final Dividend
Interim Dividend
Record Date
Book Closure Date
Registrar and Share Transfer Agent
SEBI
Members
Shareholders
Dividend Distribution Tax
Reserves
Free Reserves
Paid-up Share Capital
Securities
Stock Exchange
Depositories
Dividend Distribution Policy
Applicable Laws
Corporate Action
Clauses
Meeting Constitution
Quorum Confirmation
Financial Review
Dividend Declaration
Statutory Compliance
Reserve Requirements
Record Date
Payment Terms
Tax Implications
Distribution Mechanism
Stock Exchange Notification
Authority Delegation
Bank Account Authorization
Implementation Timeline
Regulatory Disclosure
Corporate Action
Director's Interest
Financial Adequacy
Shareholder Rights
Payment Mode
Quorum Confirmation
Financial Review
Dividend Declaration
Statutory Compliance
Reserve Requirements
Record Date
Payment Terms
Tax Implications
Distribution Mechanism
Stock Exchange Notification
Authority Delegation
Bank Account Authorization
Implementation Timeline
Regulatory Disclosure
Corporate Action
Director's Interest
Financial Adequacy
Shareholder Rights
Payment Mode
Relevant Industries
Banking & Financial Services
Information Technology
Manufacturing
Retail
Healthcare
Energy & Utilities
Telecommunications
Consumer Goods
Real Estate
Infrastructure
Mining & Metals
Pharmaceuticals
Automotive
Media & Entertainment
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Investor Relations
Corporate Communications
Tax
Corporate Governance
Board Secretariat
Relevant Roles
Board Chairman
Managing Director
Company Secretary
Chief Financial Officer
Finance Director
Legal Counsel
Compliance Officer
Corporate Governance Officer
Board Directors
Financial Controller
Treasury Manager
Investor Relations Manager
Corporate Communications Manager
Tax Manager
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