Section 322, The Companies Act, 2009

(1) A company may, in general meeting, declare dividendsin respect of any year or other period only on the recommendation of the directors. (2) The company may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. (3) The general meeting shall have power to decrease the amount of dividend recommended by the directors, but shall have no power to increase the recommended amount. (4) Where the recommendation of the directors of a company with respect to the declaration of a dividend is varied in accordance with subsection (3) by the company in general meeting, a statement to that effect shall be included in the relevant annual returns. (5) Subject to this Act, dividends shall be payable to the shareholders only out of the distributable profits of the company. (6) Subject to the rights of persons entitled to shares with special rights to dividends, all dividends shall be declared and paid according to the amounts paid on the shares; but where nothing is paid up on any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. (7) No amount paid on a share in advance of calls shall, while carrying interest, be treated as paid on the share.