Section 123 Declaration of dividend

See, If you interpret proviso, It separates special case from previous enactment to restrict,/expand / additional to previous clause of enactment, Proviso can't defeat the provison of enactment or clause itself, If it's, Proviso shall be ignored, With plain reading of proviso, If company want to declare dividend then first it should set off p. y. losses and unabsorbed depreciation from c. y. profits ( In case when c. y.company has profits,In this case company has losses from 2 years) ,So it can withdraw about 10% from FR with condition of 15% of p/up cap in FR and ROD not exceeding average rate declared in 3 P. Y., even in this case that withdraw amount should be first utilised for Absorbing Previous losses and Unabsorbed depreciation and balance amount will be distributed among shareholders...