Meeting of Board is required to be convened

• A prior intimation to Stock Exchange shall be given by the Listed Company about the Board meeting for recommending dividend at least before 2 working days in advance, excluding the date of intimation and date of meeting. Date of BM to be mentioned in the intimation. [Reg 29 SEBI (LODR) 2015] Non-compliance may lead to fine of Rs. 10,000/- per instance
• As per the Code of Conduct of the Listed company, the company shall close its trading window and also give a prior intimation to stock exchange about the same. (Regulation 9 of the SEBI (PIT) Regulation, 2015).
• Board Meeting to be convened as per the provisions of Section 173 of the Companies Act, 2013 and Secretarial Standard-1:
  • Notice of the Board Meeting shall be issued to all Directors at their registered addresses by post or hand delivery or by electronic means at least 7 days before the date of the board meeting, with provision for shorter notice in case of urgent business.
  • The notice shall include Agenda, Notes to Agenda, and Draft Resolution.
  • The Board Meeting shall pass resolutions to consider the declaration of interim dividend to its shareholder and decide the book closure period or record date and for opening a separate account in a scheduled bank for deposition of interim dividend
• Listed companies shall disclose the outcome of the Board Meeting to the Stock Exchange within 30 minutes of the outcome of the meeting/within 3 hours as applicable * [Regulation 30(6)(i) & Point 4 of Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] and also on website of the Company within 2 working days from the date of passing of resolution. [Regulation 46 (3) of LODR 2015]. The listed entity may provide the exact link to the webpage of each of the recognized stock exchanges where such information has already been made available by the listed entity.

*  Where meeting of B.O.D closes after normal trading hours of that day but more than 3 hours before beginning of normal trading hours of next trading day, listed entity shall disclose decision pertaining to the event or information, within 3 hours from closure of board meeting

• Draft Minutes shall be prepared and circulated within 15 days from the conclusion of the Board Meeting.
• Listed companies shall give notice in advance of at least three working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Regulation 42(2) of SEBI (LODR), 2015)
• The listed entity shall ensure the time gap of at least five working days between two record dates. (Regulation 42(4) of SEBI (LODR), 2015)
• Intimation for Book Closure: A company shall give at least seven days previous notice by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company. [Rule 10(1) of The Companies (Management and Administration) Rules, 2014]
• Private companies shall serve the notice at least 7 days before the closure of register of members or debenture holders or other securities to all its members. [Rule 10(2) of The Companies (Management and Administration) Rules, 2014]
• The said Notice shall also be published on the website of the company.
• A List of shareholders shall be prepared who are eligible to receive interim dividend
• The amount of interim dividend, shall be deposited in a scheduled bank in a separate account within five days from the date of declaration of such dividend [section 123(4) of Companies Act 2013
• Dividend payable in cash may be paid by cheque or warrant or in any electronic mode to the shareholder entitled to the payment of the dividend [Second proviso to Section 123(5) of Companies Act 2013]. Dividend to be paid within 30 days from its declaration.
• E facility as approved by RBI to be used for payment of dividend. If it’s not feasible, then ‘payable-at-par’ warrants or cheques may be issued. Where amount of dividend exceeds Rs. 1500, ‘payable-at-par’ warrants or cheques shall be sent by speed post. [Regulation 12 of LODR 2015]
• Unclaimed /unpaid dividend to be transferred to a special account called Unpaid Dividend Account within seven days of expiry of 30 days from declaration of dividend [Section 124(1) of Companies Act 2013]
• Company shall within 90 days of making a transfer to Unpaid Dividend Account prepare a Statement containing the names, their last known addresses and unpaid dividend to be paid to each person and place it on the website of the Company
• Amounts in Unpaid Dividend Account which remain unpaid/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, to Investor Education and Protection Fund [Section 124(5) of Companies Act 2013 and Rule 5(1) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016]
• Any amount required to be credited by the companies to the Investor Education and Protection Fund as provided under clause (a) to (n) of sub-section (2) of section 125 of the Act shall be remitted online as prescribed along with a Statement in Form No. IEPF 1 containing details of such transfer to the Authority within a period of thirty days of such amounts becoming due to be credited to the Fund [Section 125 (2) of Companies Act 2013 and Rule 5(1) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016]
• The company shall, within 60 days of AGM and every year thereafter till completion of the seven years period, identify the unclaimed amounts, as referred in sub-section (2) of section 125 of the Act and prepare a statement containing the names, addresses and the unpaid dividend to be paid to each person and place it on the web-site of the company and any other site approved by the Central Government through IEPF 2 [Section 124(2) of Companies Act 2013 and Rule 5(8) and 7(2B) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016]
• The company is required to transfer the shares and/or the dividend thereon to IEPF account under section 125. Due to the order of court or Tribunal or any statutory authority, if the company does not transfer the amount/shares then all such details shall be filed by the company/bank within 30 days of end of financial year. [Section 124(6) of Companies Act 2013 and Rule 18(3) of the Investor Education and Protection Fund Authority Rules, 2016]
• All companies require to transfer the unpaid and unclaimed dividend amount to IEPF account maintained by the Government shall also transfer the respective shares. Details of transferred shares shall be filed in form IEPF-4. [Section 124(6) of Companies Act 2013 and Rule 6(5) and 6(8) 6A(5), 6A(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.]
• Any dividend/shares remaining unpaid/unclaimed for 7 years has to be transferred to IEPF. Any amount required to be credited to IEPF against surrendering of such shares due to delisting/winding up and dividend received on such shares shall be remitted into the specified account of the IEPF Authority maintained in the Punjab National Bank [and the details thereof shall be furnished to the Authority in Form No. I EPF 7 within thirty days from the date of remittance [Section 124(6) of Companies Act 2013 and Rule 6(14) and 6A(13) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016]