TaxTMI 
TaxTMI 
Amendments to Clause 41 of Equity Listing Agreement
X X X X Extracts X X X X
X X X X Extracts X X X X
.... from the end of the quarter. Further, it has been decided to simplify the provision for explanation in variation between items of unaudited and audited quarterly/ year to date / annual results. As against the extant requirement for providing explanation for variation in any of the items in the proforma, the revised clause 41 requires the same to be furnished only in respect of Net Profit or Loss After Tax and for exceptional / extraordinary items. Further, it has been decided to reduce the percentage of variation for the purpose from '20% or more' to '10% or Rs. 10 lakhs, whichever is higher'. In case of a company having subsidiaries, such company has an option to submit the quarterly consolidated financial statements in addition to the stand alone financial results. However, such a company shall submit the annual consolidated financial results along with the annual stand-alone financial statements to the stock exchanges. The modified requirements on publication are detailed in the following paragraph. 2. Publication of Results As regards the publication of financial results, companies having subsidiaries who file both stand-alone and consolidated res....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... in Annexure I. b. Make consequential changes, if any, in other clauses of Equity Listing Agreement. 2. All Stock Exchanges are further advised to do the following: a. Monitor compliance with the submission of financial results, based on quarterly returns submitted by companies. b. Communicate to SEBI, status of implementation of the requirements of this circular in the next Monthly Development Report. IV. This circular is issued in exercise of powers conferred by sub-section (1) of Section 11, read with sub-section (2) of Section 11A, of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. The provisions of SEBI circular no. SMDRP/POLICY/CIR-2/2003 dated January 10, 2003 to the extent that it pertains to Clause 41 of Equity Listing Agreement shall stand superseded accordingly. V. This circular is available on SEBI website at www.sebi.gov.in. Yours faithfully, Parag Basu Encl.: Annexure I - Revised Clause 41 of Equity Listing Agreement. ANNEXURE I Submission and Disclosure of Interim and A....
X X X X Extracts X X X X
X X X X Extracts X X X X
....(c), it shall also submit annual audited consolidated financial results to the stock exchange. f) The financial results covered under this sub-clause shall be submitted to the stock exchange within fifteen minutes of conclusion of the meeting of the Board or Committee in which they were approved pursuant to sub-clause (II), through such mode as may be specified by the stock exchange. II) Manner of approval and authentication of the financial results a) The quarterly financial results submitted under sub-clause (I) shall be approved by the Board of Directors of the company or by a committee thereof, other than the audit committee. Provided that when the quarterly financial results are approved by the Committee they shall be placed before the Board at its next meeting: Provided further than while placing the financial results before the Board, the Chief Executive Officer and Chief Financial Officer of the company, by whatever name called, shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rs: Provided that in case of results for the last quarter, the above sub-clause shall apply in respect of variation, if any, between the year to date figures contained in the unaudited results and the figures contained in the annual audited results. b) If the auditor has expressed any qualification or other reservation in respect of audited financial results submitted or published under this clause, the company shall disclose such qualification or other reservation and impact of the same on the profit or loss, while publishing or submitting such results. c) If the auditor has expressed any qualification or other reservation in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the company shall include as a note to the financial results - (i) how the qualification or other reservation has been resolved; or (ii) if it has not been resolved, the reason therefor and the steps which the company intends to take in the matter. d) If the company has changed its name suggesting any new line of business....
X X X X Extracts X X X X
X X X X Extracts X X X X
....al nature of their activities. In addition, they may supplement their financial results with information for the 12 months period ending on the last day of the quarter for the current and preceding years on a rolling basis. k) The company shall disclose any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management and change in capital structure. The company shall also disclose similar material events or transactions that take place subsequent to the end of the quarter. l) The company shall disclose the following in respect of dividends paid or recommended for the year, including interim dividends (only in respect of annual results): (i) amount of dividend distributed or proposed for distribution per share; the amounts in respect of different classes of shares shall be distinguished and the nominal values of shares shall also be indicated; (ii) where dividend is paid or proposed to be paid pro-rata for shares allotted during the year, the date of....
X X X X Extracts X X X X
X X X X Extracts X X X X
....of financial results) and in the format given in Annexure VI for banks. g) In case of audited financial reports, the audit report shall be given in the format given in Annexure VII for companies other than banks (including those using the alternative format of financial results) and in the format given in Annexure VIII for banks. VI) Publication of financial results in newspapers a) The company shall, within 48 hours of conclusion of the Board or Committee meeting at which the financial results were approved, publish a copy of the financial results which were submitted to the stock exchange in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated: Provided that where the company has opted to submit audited financial results under sub-clause I(b)(ii), it shall also publish the qualifications or reservations, if any, expressed by the auditor together with the audited results. b) Where the company has submitted consolidated financial results in addition to stand-alone financial r....
X X X X Extracts X X X X
X X X X Extracts X X X X
....than banks 3 months ended (dd/mm/yyyy) Corresponding 3 months ended in the previous year (dd/mm/yyyy) Year to Date figures for current Period ended (dd/mm/yyyy) Year to date figures for the previous year ended (dd/mm/yyyy) Audited/ Audited/ Unaudited* Audited/ Unaudited* Unaudited* (Rs. In Lakhs) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* 1. Net Sales/Income from Operations 2. Other Income 3. Total Income (1+2) 4. Expenditure a. Increase/decrease in stock in trade and work in progress b. Consumption of raw materials C. Purchase of traded goods d. Employees cost e. Depreciation f. g. Other expenditure Total (Any item exceeding 10% of the total expenditure to be shown separately) 5. Interest 6. Exceptional items 7. Profit (+)/ Loss (-) from Ordinary Activities before tax (3) - (4+5+6) 8. Tax expense 9. Net Profit (+)/ Loss (-) from Ordinary Activities after tax (7-8) 10. Extraordinary Items (net of tax expense Rs. 11. Net Profit(+)/ Loss(-) for the period Audited/ Unaudited* Page 10 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....luation Reserves (as per balance sheet of previous accounting year) 17. Analytical Ratios (i) Percentage of shares held by Government of India (ii) Capital Adequacy Ratio (iii) Earnings Per Share (EPS) a) Basic and diluted EPS before Extraordinary items (net of tax expense) for the period, for the year to date and for the previous year (not to be annualized) b) Basic and diluted EPS after Extraordinary items for the period, for the year to date and for the previous year (not to be annualized) (ii) NPA Ratios a) Gross/Net NPA b) % of Gross/Net NPA c) Return on Assets 18. Public Shareholding - No. of shares Percentage of Shareholding *strike off whichever is not applicable Notes (as per RBI requirements) 1. Employee cost under Operating expenses to include all forms of consideration given by the bank in exchange for services rendered by employees. It should also include provisions for post employment benefits such as gratuity, pension, other retirement benefits, etc. 2. Extraordinary items as defined in Accounting Standard 5 as income or expenses that arise from the ordinary activities of the enter....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nnexure IV to Clause 41 Format for Reporting of Segment wise Revenue, Results and Capital Employed along with the quarterly results Particulars (applicable for banks as well as companies other than banks) 3 months ended (dd/mm/yyyy) Corresponding 3 months ended (dd/mm/yyyy) in the previous year Audited/ Audited/ Unaudited* Unaudited* Year to date figures for current period ended (dd/mm/yyyy) Year to date figures for the previous year ended (dd/mm/yyyy) Audited/ (Rs in Lakhs) Previous accounting year ended (dd/mm/yyyy) Audited/ Audited/ Unaudited* Unaudited* Unaudited* 1. Segment Revenue (net sale/income from each segment should be disclosed under this head) (a) Segment - A (b) Segment B (c) Segment - C (d) Segment.... (e) Unallocated Total Less: Inter Segment Revenue Net sales/Income From Operations 2. Segment Results (Profit) (+)/ Loss (-) before tax and interest from segment)# (a) Segment A (b) Segment - B (c) Segment C (d) Segment.... (e) Unallocated Total Less: i) Interest** Each ii) Other Un-allocable E....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... unaudited financial results of (Name of the Company) for the period ended This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. A review of interim financial information consists principally of applying analytical procedures for financial data and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. In the conduct of our Review we have relied on the review reports in respect of non- performing assets received from concurrent auditors of branches, inspection teams of the bank of branches and other firms of auditors of branches specifically appointed for this purpose. These review reports percent of the advances portfolio of the bank. Apart from these review reports, in the conduct of our review, we have also relied upon various returns received from the branches of the ban....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. In our opinion and to the best of our information and according to the explanations given to us these quarterly financial results as well as the year to date results: 1 In case, the company had exercised the option of furnishing the unaudited quarterly and year to date results to the stock exchange, the first paragraph of the audit report would appear as under: "We have audited the quarterly financial results of ..... ..(name of the company) for the quarter ended (date to attached herewith, submitted by the company to (date) vide its letter bearing reference pursuant to of the quarter end) and the year to date results for the period the..............stock exchange (name of the Stock Exchange) on the requirement of clause 41 of the Listing Agreement¹. These quarterly financial results as well as year to date results have been prepared on the basis of the interim financial statements, which are the responsibility of the compa....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the company's management. Our responsibility is to express an opinion on these consolidated financial results based on our audit of such consolidated interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of 1 (number) subsidiaries included in the consolidated quarterly financial results and consolidated ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e with the requirements of clause 41 of the Listing Agreement in this regard; and (!!!) give a true and fair view of the consolidated net profit/loss 5 and other financial information for the quarter ended ..(date of the quarter end) as well as the consolidated year to date results for the period from to Further, we also report that we have, on the basis of the books of account and other records and information and explanations given to us by the management, also verified the consolidated number of shares as well as percentage of shareholdings in respect of aggregate amount of consolidated non promoter shareholdings, as furnished by the company in terms of clause 35 of the Listing Agreement and found the same to be correct. Place of signature Date For XYZ & Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation)² (Membership Number) 5 Whichever is applicable. 2 Partner or proprietor, as the case may be. Page 23 of 27 Annexure VIII to Clause 41 When an Unqualified Opinion is Expressed on the Quarterly Financial Results (for Banks) Auditor's Report On Q....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ant to the . stock exchange (name of the Stock Exchange) on requirement of clause 41 of the Listing Agreement. These quarterly financial results as well as the year to date financial results have been prepared from the interim financial statements, which are the responsibility of the company's management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India." Page 24 of 27 and unaudited returns in respect of (number) branches. In conduct of our audit, we have taken note of the reports in respect of non performing assets received from the concurrent auditors of banks of These reports cover (number) branches, inspection teams of (number) branches specifically appointed for this purpose. percent of advances portfolio of the Bank. In our opinion and to the best of our information and accordi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. These financial results incorporate the relevant returns of (number) branches including _(number) branches (number) foreign branches audited by us, audited by the other auditors specially appointed for this purpose and unaudited returns in respect of (number) branches. In conduct of our audit, we have 8 In case, the bank had exercised the option of furnishing the unaudited quarterly and year to date results to the stock exchange, the first paragraph of the audit report would appear as under: ..(name of the bank) for the quarter ended ....