Abbas is a member of PTR Ltd., an unlisted company that has adopted Articles of Association as per Article 84 of Table F of Schedule I under the Companies Act, 2013, concerning the adjustment of dividends. Abbas owes to

CS Executive · Company Law and Practice · PYQS · December 2024
Abbas is a member of PTR Ltd., an unlisted company that has adopted Articles of Association as per Article 84 of Table F of Schedule I under the Companies Act, 2013, concerning the adjustment of dividends. Abbas owes to the company a total sum of ₹10,000, broken down as follows: (1) Calls in arrears: ₹3,000 (2) Unpaid Securities Premium: ₹5,000 (3) Other Debts: ₹2,000 PTR Ltd. has declared a dividend of ₹10,000 on the shares owned by Abbas. The company proposes to adjust the total debts of Abbas of ₹10,000 against the dividend payable to him. As the Company Secretary of PTR Ltd., how would you respond to the company's proposal to adjust the debts against the dividend payable to Abbas in accordance with the provisions of the Companies Act, 2013 ?

Answer & Explanation:

Article 84 of Table F of Schedule I to the Companies Act, 2013 provides that, Board may deduct from any Dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company. According to Section 127 (d) of Companies Act, 2013, no offence under this section shall be deemed to have been committed where the dividend has been lawfully adjusted by the company against any sum due to it from the shareholder. In the given case PTR Ltd. may adjust the entire dividend amount of ₹10,000 against the total dues of ₹10,000 consisting of calls in arrears (₹3,000), unpaid securities premium (₹5,000) and other debts (₹2000/-). However, if PTR Ltd. has adopted Article 84 of the Table F of Schedule I, it is entitled to adjust the dues on account of calls in arrears (₹3,000) and unpaid securities premium (₹5,000) against the dividend, being related to the shares. The "other debts" of ₹2,000 which are unrelated to the shares cannot be adjusted against the dividend.

Topics: Dividends

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