One of the important compliance for listed companies on quarterly basis is approval of quarterly financial results. The author has tried to discuss the complete procedure of approval of quarterly financial results by listed company along with draft resolution.
The quarterly/ year to date financial results may be either audited or unaudited subject to following :
♦ In case the Company opts to submit unaudited financial results, they shall be subject to limited review report by the statutory auditor of the company and shall be accompanied by the limited review report.
♦ In case Company opts to submit audited financial results, they shall be accompanied by the audit reports.
PROCEDURE for Approval of Quarterly Financial Results by Listed Companies
1. As per Regulation 29 of the SEBI (LODR) regulations, 2015 give prior intimation atleast 5 days in advance, excluding the date of the intimation and date of the meeting, about the meeting of the Board of Directors in which quarterly/ year to date financial results are due to be considered the stock exchanges where the shares of the company are listed.
2. As per the company’s code of conduct, trading window to be closed for prevention of insider trading.
3. Simultaneously, give prior intimation to the stock about the closure of trading window.
4. Requirement of newspaper advertisement for notice of meeting of the board of directors where financial results to be discussed, has been omitted from the SEBI (LODR) Regulations, 2015 e.f. 5.5.2021.
5. Audit Committee shall examine and recommend the financial results to the Board for approval.
6. Convene a meeting of Board of Directors to consider and approve the quarterly/ year to date financial results.
7. As per Regulation 30 of the SEBI (LODR) regulations, 2015, give disclosure of the outcome of the Board Meeting with the stock exchanges. Within 2 working days.
8. As per Regulation 47 of the SEBI (LODR) regulations, 2015, publish the quarterly/ year to date financial results within 48 hours of conclusion of Board Meeting at which the financial results were approved, atleast in 1 english language daily national newspaper and 1 daily vernacular language of the region where the registered office of the company is situated and post the advertisement in the website of the company.
DRAFT RESOLUTION to To consider and approve the quarterly/ year to date financial results
Heading of resolution: To consider and approve the quarterly/ year to date financial results
Type of meeting: Board Meeting
Type of resolution: Board resolution
“RESOLVED THAT unaudited/ Audited Financial results for the quarter ended_______ along with the audit report/ Limited Review Report of the Statutory Auditor, as recommended by the Audit Committee and placed before the meeting be and are hereby approved and Mr./ Ms.________, Chairman and/or Mr./ Ms. _________, Managing Director of the Company be and are hereby severally authorised to sign the same and also to do all other acts, deeds and things as may be required for giving effect to the resolution.
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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
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