Members Approve Amendment to Article 91 Allowing Shareholders to Waive Dividend
At the AGM held on September 27, 2026, members approved an amendment to Article 91 of the Articles of Association.
- AGM Date
- September 27, 2026
- Article Amended
- Article 91 of the Articles of Association
- Resolution
- Amendment allowing equity shareholders to voluntarily waive or forgo dividend rights (interim or final)
- Waiver Irrevocability
- Waiver becomes irrevocable once record date or book closure date is fixed
What was announced
The Company intimated BSE under Regulation 30 of SEBI LODR that its members, at the Annual General Meeting held on September 27, 2026, approved an amendment to Article 91 of the Articles of Association.
Why the change was made
Certain shareholders asked the Board whether the Articles contained any condition enabling a shareholder or its group to waive or forgo dividend, interim or final, declared at any future point. On review, the existing Articles carried no such condition, so Article 91 was revised to include provisions relating to waiver of dividend.
What the amended Article says
- The Company in General Meeting may declare dividends payable to members other than those who have waived or forgone their right to receive dividend, including interim dividend, in accordance with Rules framed by the Board.
- Dividends shall not exceed the amount recommended by the Board, though a smaller dividend may be declared in general meeting, and Section 127 of the Act is to be complied with.
- Equity shareholders may waive or forgo their right to receive dividend, interim or final, for any financial year, subject to the Act and Rules framed by the Board.
- The waiver becomes irrevocable immediately after the record date or book closure date fixed for determining members entitled to dividend.
- The Company shall not declare or pay dividend on equity shares to members who have exercised this waiver.
How to read this
This is a governance-level change to the Company's constitutional document. It creates an option, not an obligation; a shareholder choosing to waive dividend does so voluntarily, and other shareholders continue to receive dividend as declared. Such provisions are typically used where a promoter or a group wishes to forgo its share of a payout.
The update is signed by the Managing Director and was submitted to BSE on September 29, 2026.
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