Government of India

Ministry of Corporate Affairs


New Delhi, the 29th May, 2015

G.S.R. (E). – In exercise of the powers conferred under sub-section (1) of section 123 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Declaration and Payment of Dividend) Rules, 2014, namely:-

1. (1) These rules may be called the Companies (Declaration and Payment of Dividend) Second Amendment Rules, 2015.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Declaration and Payment of Dividend) Rules, 2014, in rule  3, sub-rule (5) shall be omitted.

[F. No. 1/31/2013-CL-V-Part]


Joint Secretary to the Government of India

Note. – The  principal  rules were published in the Gazette of India, Extraordinary,  Part-II, Section 3, Sub-section (i), vide number G.S.R. 241(E), dated the 31st March, 2014 and was subsequently amended by notification number G.S.R. 397(E), dated the 12th June, 2014 and number G.S.R. 121 (E), dated the 24th February, 2015.


Extract of sub-rule (5) of Rule 3 of Companies (Declaration and Payment of Dividend) Rules, 2014 for ready reference of our readers :-

3. Declaration of dividend out of reserves.- In the event of adequacy or absence of profits in any year, a company may declare dividend out of surplus subject to the fulfillment of the following conditions, namely:-
(5) No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year are set off against profit of the company of the current year the loss or depreciation, whichever is less, in previous years is set off against the profit of the company for the year for which dividend is declared or paid.

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