Section 124 of Companies Act, 2013 – Unpaid Dividend Account

  • Updated Till : December 16, 2017


[Effective from 7th September, 2016 ]

(1) Where a dividend has been declared by a company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the company shall, within seven days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the company in that behalf in any scheduled bank to be called the Unpaid Dividend Account.

(2) The company shall, within a period of ninety days of making any transfer of an amount under sub-section (1) to the Unpaid Dividend Account, prepare a statement containing the names, their last known addresses and the unpaid dividend to be paid to each person and place it on the website of the company, if any, and also on any other website approved by the Central Government for this purpose, in such form, manner and other particulars as may be prescribed.

(3) If any default is made in transferring the total amount referred to in sub-section (1) or any part thereof to the Unpaid Dividend Account of the company, it shall pay, from the date of such default, interest on so much of the amount as has not been transferred to the said account, at the rate of twelve per cent. per annum and the interest accruing on such amount shall ensure to the benefit of the members of the company in proportion to the amount remaining unpaid to them.

(4) Any person claiming to be entitled to any money transferred under sub-section (1) to the Unpaid Dividend Account of the company may apply to the company for payment of the money claimed.

(5) Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125 and the company shall send a statement in the prescribed form of the details of such transfer to the authority which administers the said Fund and that authority shall issue a receipt to the company as evidence of such transfer.

(6) All shares in respect of which [dividend has not been paid or claimed for seven consecutive years or more shall be][1] transferred by the company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed:

Provided that any claimant of shares transferred above shall be entitled to claim the transfer of shares from Investor Education and Protection Fund in accordance with such procedure and on submission of such documents as may be prescribed.

[Explanation.—For the removal of doubts, it is hereby clarified that in case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund.][2]

(7) If a company fails to comply with any of the requirements of this section, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Applicable Rules

Companies (Declaration and Payment of Dividend) Rules, 2014

[Effective from 1st April, 2014]

Rule 4. Statement of amounts to be credited to investor education and protection fund shall be filed in Form DIV 5.

Applicable Circulars

General Circular No. 12/2017 dated 16.10.2017

No. 11/06/2017-IEPF

Transfer of Shares to IEPF Authority

Pursuant to second proviso to Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended time to time, wherein the seven years period provided under sub-section (5) of section 124 is completed for unpaid/unclaimed dividends during September  7, 2016 to October 31,  2017. the due date for transfer of such shares by companies is October 31st, 2017.

2. The IEPF Authority has opened demat accounts with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) through Punjab National Bank and SBICAP Securities Limited respectively, as Depository Participants . The details of said accounts are as under:

Particulars PNB SBICAP
DP ID IN300708 12047200
Client ID 1065667 1 13676780

3. These demat accounts will have features and functionality to support IEPF operations using paperles digital processes and facilitate record keeping of shares transferred to the IEPF Authority to meet the requirements of the Rules.

4. All companies which are required to transfer shares to IEPF Authority under the aforesaid Rules, shall transfer such shares, whether held in dematerialised form or physical  to  the demat  accounts of  IEPF Authority  by way  of corporate action.  The  Information  related  to  the  shareholders , whose  shares  are  being transferred to IEPF’s demat accounts with PNB or SBICAP shall be provided by the companies  to  NSDL  or  CDSL  respectively  as  per the  prescribed  format  by the concerned  depository.

5. The Ministry of Corporate Affairs has held separate discussions with NSDL and CDSL during which they have agreed to levy reduced charges for  account maintenance and record keeping pertaining to shares transferred  to  the demat accounts of IEPF.  A Memorandum of Understanding (MOU) to the effect is being finalized with the two depositories and the same will also be  uploaded  on website   on   finalization. NSDL and CDSL shall, based on these discussions, separately notify the charges, which shall not be more than those finalized in the MOU. NSDL and CDSL are required to allow the services with immediate effect.

 6. Any cash benefit accruing on account of shares transferred to IEPF such as dividend, proceeds realised on account of delisting of equity shares of the company, amount entitled on behalf of security holder if the company is being wound up as per Rule 6, sub-rule 10), ( 11) and 12) of Investor Education and Protection Fund Authority (Accounting. Audit, Transfer and Refund) Rules, 2016, shall be transferred by companies to bank account opened by the Authority with Punjab National Bank, Sansad Marg, New Delhi. which has been linked to demat accounts mentioned at para 2 above.

7. It is clarified that Only amounts mentioned in para 6 above are to be transferred to Bank account indicated Transfer of amount due to be transferred under section 125(2) of the Companies Act, 2013 or any other amount to aforesaid account is strictly prohibited.

8. This issues with the approval of the Competent Authority.

[1] Substituted for “unpaid or unclaimed dividend has been transferred under sub-section (5) shall also be” by the Companies (Amendment) Act, 2015 vide Notification No. S.O. 1440(E) dated 29th May 2015.

[2]Inserted by the Companies (Amendment) Act, 2015 vide Notification No. S.O. 1440(E) dated 29th May 2015.

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