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 enure 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 unpaid or unclaimed dividend has been transferred under sub-section (5 ) shall also be 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.
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.
Legal Commentary & Landmark Judgments: Section 124
Section 124 governs the mandatory transfer of unpaid or unclaimed dividends to the 'Unpaid Dividend Account' within seven days, and their subsequent transfer to the Investor Education and Protection Fund (IEPF) after seven years.
Sub-section (6) mandates that all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall also be transferred to the IEPF.
The mandate under Section 124(6) to transfer underlying shares to the IEPF (Authority) is a major operational compliance burden. If an investor fails to encash dividend warrants for seven consecutive years, corporate secretarial teams must demat and transfer the shares directly to the IEPF demat account. Aggrieved investors must navigate the complex MCA Form IEPF-5 verification process to reclaim their underlying shares and accumulated dividends.