SEBI Master Circular: Listing Obligations for Securities & Commercial Paper

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Introduction: Learn about the Securities and Exchange Board of India’s (SEBI) master circular, dated July 29, 2022, concerning listing obligations and disclosure requirements for non-convertible securities, securitized debt instruments, and commercial paper. This circular aims to provide a single point of reference for issuers and market stakeholders, consolidating various operational and procedural aspects covered by previous circulars.

Analysis: SEBI’s master circular offers a comprehensive overview of the continuous disclosure requirements outlined in the Listing Obligations and Disclosure Requirements Regulations, 2015. The circular brings together relevant guidelines, highlighting chapter-wise details and footnotes referencing the superseded circulars. It includes formats for issuers to submit statements on the utilization of issue proceeds and review ratings obtained from credit rating agencies. Additionally, the circular covers provisions specific to securitized debt instruments and security receipts under the SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008.

Conclusion: Issuers, recognized stock exchanges, and other stakeholders are directed to comply with the conditions outlined in SEBI’s master circular. It is crucial for them to disseminate the circular’s provisions, ensure implementation, monitor compliance, and create awareness among stakeholders. The circular, effective from August 1, 2022, consolidates and streamlines the regulatory framework governing non-convertible securities, securitized debt instruments, and commercial paper in India. For detailed information and updates, refer to the circular available on SEBI’s official website and reproduced below-

Securities and Exchange Board of India

Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/108 Dated: July 29, 2022

(updated as on June 30, 2023)

To,
Issuers who have listed Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper;
All Recognised Stock Exchanges

Madam/ Sir,

Sub: Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), prescribes the continuous disclosure requirements for issuers of listed Non-convertible Securities, Securitized Debt Instruments and Commercial Paper. Multiple circulars have been issued, over the years, covering the operational and procedural aspects thereof.

2. For effective regulation of the corporate bond market and to enable the issuers and other market stakeholders to get access to all the applicable circulars at one place, this Master Circular has been prepared.

3. This Master Circular is a compilation of the relevant existing circulars, with consequent changes. The stipulations contained in these circulars have been detailed chapter-wise in this circular. For ease of reference, each chapter of this Master Circular contains footnotes corresponding to the respective erstwhile circulars. Accordingly, the circulars listed at Annex – 1 stand superseded by this Master Circular3.

4. Additionally, format for submission of statement indicating the utilization of issue proceeds of listed Non-convertible Securities to the Stock Exchange(s), by the listed entities, as required under regulation 52(7) of the Listing Regulations, has been included in Chapter IV.

5. Further, Chapter XI has been included, containing formats for review of rating obtained by the listed entity with respect to its non-convertible securities from Credit Rating Agency(ies) registered with SEBI, as required under regulation 55 and formats for submissions to be made by listed entity to the stock exchanges for interest/ dividend/ principal under regulation 57of the Listing Regulations.

6. While this circular covers instruments under the NCS Regulations, Chapter X contains provisions applicable to issue of Securitized Debt Instruments under the SEBI (Issue and Listing of Securitized Debt Instruments and Security Receipts) Regulations, 2008. This has been accordingly indicated in the chapter.

7. Notwithstanding the supersession as mentioned in Clause 3 of this circular4, –

7.1. anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

7.2. any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of these regulations;

8. Recognized Stock Exchanges, Issuers and other stakeholders are directed to:

8.1. comply with the conditions laid down in this circular;

8.2. bring the provisions of this circular to the notice of listed entities/ issuers of listed Non-Convertible Securities, Securitised debt instruments, and/ or Commercial Paper;

8.3. disseminate the provisions of the circular on their website;

8.4. put in place necessary systems and infrastructure for implementation of this

circular;

8.5. monitor compliance with the provisions of the circular;

8.6. make consequential changes, if any, to their respective bye-laws; and

8.7. communicate and create awareness amongst the stakeholders.

9. This Circular is issued in exercise of powers conferred under:

9.1. Section 11(1) and 11A(2) of Securities and Exchange Board of India Act, 1992;

9.2. Sections 9 and 21 of Securities Contracts (Regulation) Act, 1956;

9.3. Rule 19 (7) of Securities Contracts (Regulation) Rules, 1957;

9.4. Regulation 101 of the Listing Regulations.

10. This circular shall come into force with effect from August 1, 2022, unless specifically mentioned otherwise in this circular5

11. This Circular is available on SEBI website at www.sebi.gov.in under the category, Legal > Circulars.

Yours faithfully,

Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
pradeepr@sebi.gov.in

Chapter I – Formats for filing financial information6
[See Regulations 52 and 54 of the Listing Regulations]

Regulations 52(1) and 52(2) of the Listing Regulations mandates listed entities to submit/ disclose financial information (quarterly and annual) to the Stock Exchange(s). Further, Regulation 52(2)(f) of the Listing Regulations mandates listed entities to submit Statement of Assets and Liabilities and Statement of Cash Flows, on half yearly basis. This Chapter provides the relevant formats.

Formats for filing financial information:

1. Formats for Standalone financial results on a quarterly basis and Standalone and Consolidated financial results on an annual basis (to be submitted to the Stock Exchanges and placed on listed entity’s website – regulations 52(1) and 52(2) of the Listing Regulations):

1.1. Content: Financial results shall contain the items mentioned in the Statement of Profit and Loss (excluding notes and detailed sub-classification) as prescribed in Schedule III of the Companies Act, 2013 and the extent and nature of security created and maintained in case of secured non-convertible debt securities, details of which are required as per regulation 54(3) of Listing Regulations. The financial results shall also include line items specified under regulation 52(4) of the Listing Regulations.

1.2. Format: The financial results shall be disclosed in the following format7:

Particu lars	3 months ended*	Preceding 3 months ended*	Corresponding 3 months ended previous year*	Year to date figures for current period ended*	Year to date for previous year ended*	Previous year ended*
	Audited/ Unaudited**	Audited/ Unaudited**	Audited/ Unaudited**	Audited/ Unaudited**	Audited/ Unaudited**	Audited/ Unaudited**

2. Format for Statement of Assets and Liabilities on half yearly basis (to be submitted to Stock Exchange(s) and placed on listed entity’s website – regulation 52(2)(f) of the Listing Regulations):

2.1. Content: Statement of Assets and Liabilities shall contain the items mentioned in the format for Balance sheet (excluding notes and detailed sub-classification), as prescribed in Schedule III of the Companies Act, 2013.

2.2. Format: The statement of assets and liabilities shall be in the following format8:

Particulars	As at (current half year end/ year end date)*	As at (previous year end date)*
Particulars	Audited/ Unaudited**	Audited/ Unaudited**

*(dd/mm/yyyy); **Specify whether figures are audited or unaudited.

3. Format for Statement of Cash Flows on half yearly basis (to be submitted to the Stock Exchange(s) and placed on listed entity’s website – regulation 52(2)(f) of the Listing Regulations):

3.1. Content: The Statement of Cash Flows shall be prepared under the ‘indirect method’ as prescribed in Accounting Standard-3/ Indian Accounting Standard 7, mandated under section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable.

3.2. Format: The Statement of Cash Flows shall be in the following format9:

Particulars	As at (Current half year end/ year end date)*	As at (Corresponding half year end/ previous year end date)*
Particulars	Audited/ Unaudited**	Audited/ Unaudited**

4. Banking Companies and Insurance Companies shall disclose financial information as per formats prescribed under the relevant Acts/ Regulations specified by their respective Regulators.

5. Format for financial results in newspapers: The format of financial results to be published in newspapers, in terms of regulation 52 (8) of the Listing Regulations, is prescribed in Annex – I-A.

6. Reasons for delay in disclosure of financial results (to be submitted to Stock Exchange(s) and placed on listed entity’s website):

6.1. In case of non-submission/ delayed submission of financial results within the timelines prescribed under regulation 52 of the Listing Regulations, the listed entity shall disclose detailed reasons for such non-submission/ delay to the Stock Exchange(s) within one working day of the due date of submission of the financial results.

6.2. In case the decision to delay the results was taken by the listed entity prior to the due date, the listed entity shall disclose detailed reasons for such delay to the Stock Exchange(s) within one working day of such decision.

Annex – I-A

Format for publishing financial results in newspapers

[Regulation 52(8), read with regulation 52(4) of the Listing Regulations]

Sl. No.	Particulars	Qtr. ending/ Current year ended	Corresponding Qtr. for the previous year ended	Previous year ended
1.	Total Income from Operations
2.	Net Profit/ (Loss) for the period (before Tax, Exceptional and/ or Extraordinary items^#)
3.	Net Profit/ (Loss) for the period before tax (after Exceptional and/ or Extraordinary items^#)
4.	Net Profit/ (Loss) for the period after tax (after Exceptional and/ or Extraordinary items^#)
5.	Total Comprehensive Income for the period [Comprising Profit/ (Loss) for the period (after tax) and Other Comprehensive Income (after tax)]
6.	Paid up Equity Share Capital
7.	Reserves (excluding Revaluation Reserve)
8.	Securities Premium Account
9.	Net worth
10.	Paid up Debt Capital/ Outstanding Debt
11.	Outstanding Redeemable Preference Shares
12.	Debt Equity Ratio
13.	Earnings Per Share (of Rs. ___/- each) (for continuing and discontinued operations) – 1. Basic: 2. Diluted:
14.	Capital Redemption Reserve
15.	Debenture Redemption Reserve
16.	Debt Service Coverage Ratio
17.	Interest Service Coverage Ratio

# – Exceptional and/ or Extraordinary items adjusted in the Statement of Profit and Loss in accordance with Ind AS Rules/ AS Rules, whichever is applicable.

Notes:

a) The above is an extract of the detailed format of quarterly/ annual financial results filed with the Stock Exchange(s) under regulation 52 of the Listing Regulations. The full format of the quarterly/ annual financial results is available on the websites of the Stock Exchange(s) and the listed entity (URL of the filings).

b) For the other line items referred in regulation 52(4) of the Listing Regulations, pertinent disclosures have been made to the Stock Exchange(s) (specify names of Stock Exchanges) and can be accessed on the URL (specify URL).

c) The impact on net profit/ loss, total comprehensive income or any other relevant financial item(s) due to change(s) in accounting policies shall be disclosed by means of a footnote.

Chapter II – Formats for Limited Review Report/ Audit Report for issuers of Non-convertible Securities10

[See Regulation 52 of the Listing Regulations]

Regulations 52(2)(a), 52(2)(d), 52(2)(e) and 52(3)(a) of the Listing Regulations prescribes the requirement for submission of Limited Review report/ Audit Report. This Chapter provides the relevant formats.

Formats of Limited Review Report/ Audit Report (to be submitted to the Stock Exchange(s) and placed on listed entity’s website):

1. The formats for Limited Review Report/ Audit Report on financial information to be adopted by listed entities other than Insurance companies has been given in annexures, as under:

Annex	Format
Annex – II-A	Limited Review Report for quarterly standalone financial results for entities other than Banks and NBFCs.
Annex – II-B	Limited Review Report for quarterly standalone financial results for Banks and NBFCs.
Annex – II-C	Audit Report for quarterly standalone financial results for entities other than Banks and NBFCs.333
Annex – II-D	Audit Report for quarterly standalone financial results for Banks and NBFCs.
Annex – II-E	Audit Report for Audited Annual Consolidated Financial Results for entities other than Banks and NBFCs.
Annex – II-F	Audit Report for Audited Annual Consolidated Financial Results for Banks and NBFCs.

2. The format for Audit Report for annual audited standalone financial results shall be in line with the Annex – II-C or II-D, as applicable.

3. Insurance companies shall disclose Limited Review Report/ Audit Report as per the formats specified by IRDAI.

Annex – II-A

Quarterly

Illustrative format for the LRR for listed entities other than Banks, NBFCs and Insurance companies – unaudited standalone quarterly and year to date results

Review report to…………………………………………….

We have reviewed the accompanying statement of 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. Our responsibility is to issue a report on these financial statements based on our review.

We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 – “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

[Insert Emphasis of Matter Paragraph]11

Our conclusion is not modified in respect of this matter.

For XYZ & Co.
Chartered Accountants

Signature
(Name of the member signing the review report)
(Designation)12
(Membership Number)
UDIN

Place of signature:
Date:

Annex – II-B

Quarterly

Illustrative format for the Limited Review Report for Banks and NBFCs for unaudited standalone quarterly and year to date results pursuant to Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Review report to…………………………………..

We have reviewed the accompanying statement of unaudited financial results of ____ (Name of the Bank/ NBFC) for the period ended ____. This statement is the responsibility of the Bank’s/ NBFC’s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

In the conduct of our Review we have relied on the review reports in respect of nonperforming 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 cover__ 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 bank.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the manner in which it is to be disclosed, or that it contains any material misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by the Reserve Bank of India in respect of income recognition, asset classification, provisioning and other related matters.

[Insert Emphasis of Matter Paragraph]13

Our conclusion is not modified in respect of this matter.

For XYZ & Co.
Chartered Accountants

Signature
(Name of the member signing the review report)
(Designation)14 (Membership Number)
UDIN

Place of signature:
Date:

Annex – II-C

Quarterly

Illustrative format when an Unmodified Opinion is expressed on the Quarterly and year to date financial results for companies (other than Banks, NBFCs and Insurance companies)

Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited Standalone Quarterly Financial Results and year to date results of the Company, pursuant to Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDEPENDENT AUDITOR’S REPORT

TO THE BOARD OF DIRECTORS OF………………..

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying standalone quarterly financial results of …….. (Name of the company) (the company) for the quarter ended (date of the quarter end) and the year to date results for the period from ………….. to ….. , attached herewith, being submitted by the company pursuant to the requirement of Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

a. are presented in accordance with the requirements of Regulation 52 of the Listing Regulations in this regard; and

b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit/ loss15 and other comprehensive income and other financial information for the quarter ended (date of the quarter end) as well as the year to date results for the period from … to

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

[Insert Emphasis of Matter Paragraph]16

Our opinion is not modified in respect of this matter.

Management’s Responsibilities for the Standalone Financial Results

These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the interim financial statements. The Company’s Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)

Signature
(Name of the member signing the audit report)
(Designation)17
(Membership Number)
UDIN

Place of Signature:
Date:

Annex – II-D

Quarterly

Illustrative format when an Unmodified Opinion is expressed on the Audited quarterly and year to date financial results (for Banks/ NBFCs)

Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited Standalone Quarterly financial results and year to date results of Banks / NBFCs pursuant to regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INDEPENDENT AUDITOR’S REPORT

TO THE BOARD OF DIRECTORS OF……………….

Report on the Audit of Standalone financial results

Opinion

We have audited the accompanying standalone quarterly financial results of …….. (Name of the Bank/ NBFC) (‘the Bank/ NBFC’) for the quarter ended . (date of the quarter end) and the year to date results for the period from ………. to attached herewith, being submitted by the Bank pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’), except for the disclosures relating to Pillar 3 disclosure as at _____ , including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank’s website and in respect of which a link has been provided in the financial results and have not been audited by us.

In our opinion and to the best of our information and according to the explanations given to us, these standalone financial results:

a. are presented in accordance with the requirements of regulation 52 of the Listing Regulations in this regard except for the disclosures relating to Pillar 3 disclosure as at _____ , including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank’s website and in respect of which a link has been provided in the financial results and have not been audited by us; and

b. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards, RBI guidelines and other accounting principles generally accepted in India of the net profit/ loss18 and other financial information for the quarter ended ….. (date of the quarter end) as well as the year to date results for the period from …to……

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), specified under section 143(10) of the Companies Act, 2013 (‘the Act)/ issued by the Institute of Chartered Accountants of India19. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Results section of our report. We are independent of the Bank/ NBFC in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial results, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

[Insert Emphasis of Matter Paragraph]20

Our opinion is not modified in respect of this matter.

Board of Directors’ Responsibility for the Standalone Financial Results

These standalone financial results have been compiled from the interim standalone financial statements. The Bank’s/ NBFC’s Board of Directors are responsible for the preparation of these standalone Financial Results that give a true and fair view of the net profit/ loss21 and other financial information in accordance with the recognition and measurement principles laid down in Accounting Standard 25 (AS 25)/ Indian Accounting Standard 34 (Ind AS 34) “Interim Financial Reporting” specified under section 133 of the Act/ issued by the Institute of Chartered Accountants of India22, the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time (‘RBI Guidelines’) and other accounting principles generally accepted in India and in compliance with regulation 52 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act/ Banking Regulation Act, 194923 for safeguarding of the assets of the Bank/ NBFC and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Board of Directors are responsible for assessing the Bank’s/ NBFC’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Bank/ NBFC or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Bank’s/ NBFC’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

Identify and assess the risks of material misstatement of the standalone financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s/ NBFC’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank’s/ NBFC’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Bank to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Other Matters (relevant for Banks)

These standalone financial results incorporate the relevant returns of ____________ (number) branches including ______ (number) foreign branches audited by the other auditors specially appointed for this purpose. These branches audited by other auditors cover ____% of advances, ___% of deposits and ___% of Non-performing assets as on __________ and ____%/ ____% of revenue for the quarter ended ______ /for the period ………… to .. In conduct of our audit, we have taken note of the unaudited returns in respect of____ (number) branches certified by the respective branch’s management. These unaudited branches cover ____% of advances, ___% of deposits and ___% of Non-performing assets as on_______ and ____% / % of revenue for the quarter ended______ / for the period … to Our opinion on the standalone financial results is not modified in respect of above matter.

For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)

Signature
(Name of the member signing the audit report)
(Designation)
(Membership Number)
UDIN

Place of Signature:
Date:

Annex – II-E

Annual

Illustrative format of independent auditor’s report (unmodified opinion) on the annual consolidated financial results pursuant to the regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, for companies (other than banks, NBFCs and insurance companies)

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of ABC Company Limited (Holding Company)

Report on the Audit of Consolidated Financial Results

Opinion

We have audited the accompanying consolidated annual financial results of ABC Company Limited (hereinafter referred to as the ‘Holding Company’) and its subsidiaries (Holding Company and its subsidiaries together referred to as ‘the Group’), its associates and jointly controlled entities for the year ended_________ , attached herewith, being submitted by the Holding Company pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate audited financial statements /financial results/ financial information of the subsidiaries, associates and jointly controlled entities, the aforesaid consolidated financial results:

a. include the annual financial results of the following entities (to indicate list of entities included in the consolidation);

b. are presented in accordance with the requirements of regulation 52 of the Listing Regulations in this regard; and

c. give a true and fair view in conformity with the applicable accounting standards, and other accounting principles generally accepted in India, of net profit/ loss24 and other comprehensive income and other financial information of the Group for the year ended .

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (‘Act’). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, its associates and jointly controlled entities in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis for our opinion.

[Insert Emphasis of Matter Paragraph]25

Our opinion is not modified in respect of this matter.

Board of Directors’ Responsibilities for the Consolidated Financial Results

These Consolidated financial results have been prepared on the basis of the consolidated annual financial statements. The Holding Company’s Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information of the Group including its associates and jointly controlled entities in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with regulation 52 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and its associates and jointly controlled entities and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial results, the respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for assessing the ability of the Group and its associates and jointly controlled entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and jointly controlled entities to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and jointly controlled entities to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results/ financial information of the entities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters26

The consolidated financial results include the audited financial results of ________ subsidiaries, ____ associates and _____ jointly controlled entities, whose financial statements/ financial results/ financial information reflect Group’s share of total assets27 of Rs. _____ as at______ , Group’s share of total revenue of Rs. _____and Rs.__ and Group’s share of total net profit/ (loss) after tax of Rs.___ and Rs.___ for the quarter ended__________ and for the period from_____ to___ respectively, as considered in the consolidated financial results, which have been audited by their respective independent auditors. The independent auditors’ reports on financial statements/ financial results/ financial information of these entities have been furnished to us and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

The consolidated financial results include the unaudited financial results of ______ subsidiaries, ____ associates and _____ jointly controlled entities, whose financial statements/ financial results/ financial information reflect Group’s share of total assets28 of Rs._____ as at______ , Group’s share of total revenue of Rs. _____and Rs.__ and Group’s share of total net profit/ (loss) after tax of Rs.___ and Rs.___ for the quarter ended__________ and for the period from_____ to___ respectively, as considered in the consolidated financial results. These unaudited interim financial statements/ financial results/ financial information have been furnished to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and jointly controlled entities is based solely on such unaudited financial statements/ financial results/ financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these financial statements/ financial results/ financial information are not material to the Group.

Our opinion on the consolidated financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial results/ financial information certified by the Board of Directors.

The financial results include the results for the quarterended ___________________________being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.29

The financial results include the results for the quarter ended_______________________________________________ being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year.30

For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)

Signature
(Name of the member signing the audit report)
(Designation)
(Membership Number)
UDIN

Place of Signature:
Date:

Annex – II-F

Annual

Illustrative format of independent auditor’s report (unmodified opinion) on the Annual consolidated financial results under regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (for Banks/ NBFCs)

INDEPENDENT AUDITOR’S REPORT

TO THE BOARD OF DIRECTORS OF……………….

Report on the Audit of the Consolidated Financial Results

Opinion

We have audited the accompanying Statement of Consolidated Financial Results of… (Name of the bank) (‘the Bank/ NBFC’/ the parent) and its subsidiaries (the parent and its subsidiaries together referred to as “the Group”), its associates and jointly controlled entities, for the year ended ___ (“the Statement”), being submitted by
the Bank/ NBFC pursuant to the requirement of regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’)32 except for the disclosures relating to consolidated Pillar 3 disclosure as at__ , including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank’s website and in respect of which a link has been provided in the financial results and have not been audited by us. Attention is drawn to the fact that the consolidated financial results/ financial information for the corresponding year ended ____ as reported in these financial results have been approved by the Bank’s/ NBFC’s Board of Directors but have not been subjected to audit/ review33.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate audited financial statements/ financial results/ financial information of, subsidiaries, associates and jointly controlled entities, the aforesaid financial results:

a. include the financial results of the following entities: (to indicate list of entities included in the consolidation);

b. are presented in accordance with the requirements of regulation 52 of the Listing Regulations except for the disclosures relating to consolidated Pillar 3 disclosure as at ________ , including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank’s website and in respect of which a link has been provided in the financial results and have not been audited by us; and

c. give a true and fair view, in conformity with the applicable accounting standards, RBI guidelines and other accounting principles generally accepted in India, of the consolidated net profit/ loss34 and other financial information of the Group for the year ended .

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), specified under section 143(10) of the Companies Act, 2013 (‘Act’)/ issued by the Institute of Chartered Accountants of India35. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, its associates and jointly controlled entities in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the consolidated Financial Results, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in ‘Other Matter’ paragraph below, is sufficient and appropriate to provide a basis for our opinion.

[Insert Emphasis of Matter Paragraph]36

Our opinion is not modified in respect of this matter.

Board of Directors’ Responsibility for Consolidated Financial Results

These Consolidated Financial Results have been compiled from the consolidated Annual audited financial statements.

The bank’s Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the consolidated net profit/ loss37 and other financial information of the Group including its associates and jointly controlled entities in accordance with the Accounting Standards/ Indian Accounting Standards specified under section 133 of the Act/ issued by the Institute of Chartered Accountants of India38, the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time (‘RBI Guidelines’) and other accounting principles generally accepted in India and in compliance with regulation 52 of the Listing Regulations. The respective Board of Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act/ Banking Regulations Act, 1949 for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of preparation of the consolidated financial results by the Directors of the Bank/ NBFC, as aforesaid.

In preparing the consolidated financial results, the respective Board of Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for assessing the ability of the Group and of its associates and jointly controlled entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities.

Auditor’s Responsibilities for the Audit of Consolidated Financial Results

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s/ NBFC’s internal control.

[OR]

Under Section 143(3)(i) of the Companies Act 2013, we are also responsible for expressing our opinion on whether the bank has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates and jointly controlled entities to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and jointly controlled entities to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial results, including the disclosures, and whether the consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial results/financial information of the entities within the Group and its associates and jointly controlled entities to express an opinion on the consolidated financial results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated financial results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Bank/ NBFC and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Other Matters

The consolidated financial results include the audited financial results of ________ subsidiaries, ____ associates and _____ jointly controlled entities, whose financial statements/ financial results/ financial information reflect Group’s share of total assets39 of Rs. _____ as at_____ , Group’s share of total revenue of Rs. _____and Rs.__ and Group’s share of total net profit/ (loss) after tax of Rs.___ and Rs.___ for the quarter and year ended_______ respectively, as considered in the consolidated financial results, which have been audited by their respective independent Auditors. The independent auditors’ reports on financial statements/ financial results/ financial information of these entities have been furnished to us and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us are as stated in paragraph above.

The consolidated financial results include the unaudited financial results of ______ subsidiaries, ____ associates and _____ jointly controlled entities, whose financial statements/financial results/ financial information reflect Group’s share of total assets40 of Rs._____ as at______ , Group’s share of total revenue of Rs. _____and Rs.__ and Group’s share of total net profit/ (loss) after tax of Rs.___ and Rs.___ for the quarter and year ended_______ respectively, as considered in the consolidated financial results. These unaudited financial statements/ financial results/ financial information have been furnished to us by the Board of Directors and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and jointly controlled entities is based solely on such unaudited Financial Statements/Financial Results/financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these Financial Statements/ financial results/ financial information are not material to the Group. Our opinion on the consolidated financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial results/ financial information certified by the Board of Directors.

The financial results include the results for the quarter ended_________ being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.41

The financial results include the results for the quarter ended_________ being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year42.

For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)

Signature
(Name of the member signing the audit report)
(Designation)
(Membership Number)
UDIN

Place of Signature:
Date:

Chapter III – Disclosure of the Impact of Audit Qualifications by Listed Entities44

[See Regulation 52 of the Listing Regulations]

Regulation 52(3) prescribes the procedure for submission of Statement on Impact of Audit Qualifications by listed entities. In this regard, the following requirements have been mandated:

1. The listed entity shall disseminate the cumulative impact of all the audit qualifications in a separate format, simultaneously, while submitting the annual audited financial results to the Stock Exchange(s).

2. For audit reports with unmodified opinion, the listed entity shall furnish a declaration to that effect to the Stock Exchange(s) while submitting the annual audited financial results.

3. For audit reports with modified opinion, a statement showing impact of audit qualifications shall be filed with the Stock Exchange(s) in a format as specified in Annex – III-A.

4. The management of the listed entity shall have the option to explain its views on the audit qualifications.

5. Where the impact of the audit qualification is not quantified by the auditor, the management shall make an estimate. In case the management is unable to make an estimate, it shall provide reasons for the same. In both the scenarios, the auditor shall review and provide comments.

6. The aforesaid Statement on Impact of Audit Qualifications filed by the listed entity shall be reviewed by the stock exchanges as specified in regulation 95 and be a part of regular monitoring by the stock exchanges as specified in regulation 97 of the Listing Regulations. In case of non-compliance, the stock exchanges shall take action against such entities as deemed fit and report to SEBI on a regular basis.

7. The stock exchanges shall coordinate with one another in case the security is listed on more than one stock exchange.

Annex – III-A

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along with Annual Audited Financial Results – (Standalone and Consolidated separately)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31 [See Regulation 52 of the Listing Regulations]
I.	Sl. No.	Particulars	Audited figures (as reported before adjusting for qualifications)	Adjusted Figures (audited figures after adjusting for qualifications)
	1.	Turnover/ Total income	–	–
	2.	Total Expenditure	–	–
	3.	Net Profit/ (Loss)	–	–
	4.	Earnings Per Share	–	–
	5.	Total Assets	–	–
	6.	Total Liabilities	–	–
	7.	Net Worth	–	–
	8.	Any other financial item(s) (as felt appropriate by the management)	–	–
II.	Audit Qualification (each audit qualification separately): a. Details of Audit Qualification: b. Type of Audit Qualification: Qualified Opinion/ Disclaimer of Opinion/ Adverse Opinion c. Frequency of qualification: Whether appeared first time/ repetitive/ since how long continuing d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views: e. For Audit Qualification(s) where the impact is not quantified by the auditor: (i) Management’s estimation on the impact of audit qualification: (ii) If management is unable to estimate the impact, reasons for the same: (iii)Auditors’ Comments on (i) or (ii) above:
III.	Signatories: · Chief Executive Officer/ Managing Director · Chief Financial Officer · Audit Committee Chairman · Statutory Auditor Place: Date:

Chapter IV – Format of Statement indicating utilisation and Statement indicatingdeviation/ variation in the use of proceeds of issue of listed Non-convertible Securities45
[See Regulations 52(7) and 52(7A) of the Listing Regulations]

1. As per Regulation 52(7) of the Listing Regulations, a listed entity is required to submit to the Stock Exchange(s), a statement indicating the utilization of issue proceeds of listed non-convertible securities. Further, as per regulation 52(7A) of the Listing Regulations, a listed entity is required to submit to the Stock Exchange(s), information about deviation/ variation, if any, in the use of proceeds of issue of listed non-convertible securities, from the objects stated in the offer document.

2. A statement indicating utilisation and a statement indicating deviation/ variation, shall be submitted to the stock exchange(s), along with quarterly financial results46, until such funds are fully utilised or the purpose for which these proceeds were raised has been achieved. In case there are no deviations, a ‘nil’ report shall be filed.

3. The statement indicating deviation/ variation report shall be placed before the Audit Committee of the listed entity for review on quarterly basis and after such review, the comments of Audit Committee along with the report shall be disclosed/ submitted to the Stock Exchange(s), as part of the format.

In cases where the listed entity is not required to have an Audit Committee under the provisions of the Listing Regulations or the Companies Act, 2013, the word ‘Audit Committee’ shall be replaced with the ‘Board of Directors’.

4. The format for statement indicating the utilization of issue proceeds and the format for statement indicating deviation/ variation, if any, is placed as Annex – IV-A to this Chapter.

Annex – IV-A

A. Statement of utilization of issue proceeds:

Name of the Issuer	ISIN	Mode of Fund Raising (Public issues/ Private placement)	Type of instru ment	Date of raising funds	Amount Raised	Funds utilized	Any deviation (Yes/ No)	If 8 is Yes, then specify the purpose of for which the funds were utilized	Rema rks, if any
1	2	3	4	5	6	7	8	9	10

B. Statement of deviation/ variation in use of Issue proceeds:

Particulars							Remarks
Name of listed entity
Mode of fund raising							Public issue/ Private placement
Type of instrument							Non-convertible Securities
Date of raising funds
Amount raised							in Rs. crore
Report filed for quarter ended
Is there a deviation/ variation in use of funds raised?
Whether any approval is required to vary the objects of the issue stated in the prospectus/ offer document?							Yes/ No
If yes, details of the approval so required?
Date of approval
Explanation for the deviation/ variation
Comments of the audit committee after review
Comments of the auditors, if any
Objects for which funds have been raised and where there has been a deviation/ variation, in the following table:

	Original object	Modified object, if any	Original allocation	Modified allocation, if any	Funds utilised	Amount of deviation/ variation for the quarter according to applicable object (in Rs. crore and in %)		Remarks, if any


Deviation could mean: a. Deviation in the objects or purposes for which the funds have been raised. b. Deviation in the amount of funds actually utilized as against what was originally disclosed.

Chapter V – Disclosures by listed entities of defaults on payment of interest/ repayment of principal amount on loans from banks/ financial institutions and unlisted debt securities47

[See Regulation 51 of the Listing Regulations]

1. Regulation 51 of the Listing Regulations currently requires listed entity to promptly inform the Stock Exchange(s) of all information which has bearing on its performance/ operation or is price sensitive or shall affect payment of interest or redemption payment of non-convertible securities. Additionally, Part B of Schedule III of the Listing Regulations enumerates an indicative list of such information e.g. delay/ default in payment of interest/ principal on Non-convertible Securities, which the listed entities are required to disclose.

2. Bodies Corporate in India are primarily reliant on loans from banks/ financial institutions.

3. In order to address this critical gap in the availability of information to investors, listed entities are required to comply with the requirements of this chapter.

3.1. Applicability:

3.1.1. The disclosures shall be made to the Stock Exchange(s) when the entity has defaulted in payment of interest/ instalment obligations on loans, including revolving facilities like cash credit, from banks/ financial institutions and unlisted debt securities.

3.1.2. ‘Default’ for the purpose of this circular shall mean non-payment of the interest or principal amount in full on the date when the debt has become due and payable (‘pre-agreed payment date’).

Provided that for revolving facilities like cash credit, an entity would be considered to be in ‘default’ if the outstanding balance remains continuously in excess of the sanctioned limit or drawing power, whichever is lower, for more than 30 days.

3.2. Timing of disclosures:

3.2.1. In case of any default on loans, including revolving facilities like cash credit, from banks/ financial institutions which continues beyond 30 days, the listed entity shall make the disclosure promptly but not later than 24 hours from the 30th day of such default.

3.2.2. In case of unlisted debt securities i.e. Non-convertible Debentures (NCDs) and Non-convertible Redeemable Preference Shares (NCRPS), the disclosure shall be made promptly but not later than 24 hours from the occurrence of the default. This is in line with the existing disclosure requirements specified for listed debt instruments.

3.2.3. Disclosures specified at Paras 3.2.1 and 3.2.2 shall be made in the format(s) provided in Paras 3.3.1 below.

3.2.4. Further, quarterly disclosures of default shall be made by the listed entities in the format specified in Para 3.3.2 below.

3.3. Disclosure formats:

3.3.1. The following details shall be disclosed by listed entities for each instance of default, as specified in Para 3.2 above:

a. For loans including revolving facilities like cash credit from banks / financial institutions:

Sl. No.	Type of disclosure	Details
1.	Name of the listed entity
2.	Date of making the disclosure
3.	Nature of obligation
4.	Name of the lender(s)
5.	Date of default
6.	Current default amount (break-up of principal and interest in Rs. crore)
7.	Details of the obligation (total principal amount in Rs. crore, tenure, interest rate, secured/ unsecured etc.)
8.	Total amount of outstanding borrowings from banks/ financial institutions (in Rs. crore)
9.	Total financial indebtedness of the listed entity including short-term and long-term debt (in Rs. crore)

b. For unlisted debt securities i.e. NCDs and NCRPS:

Sl. No.	Type of disclosure	Details
1.	Name of the listed entity
2.	Date of making the disclosure
3.	Type of instrument with ISIN
4.	Number of investors in the security as on date of default
5.	Date of default
6.	Current default amount (break-up of principal and interest in Rs. crore)
7.	Details of the obligation (amount issued, tenure, coupon, secured/ unsecured, redemption date etc.)
8.	Total amount issued through debt securities (in Rs. crore)
9.	Total financial indebtedness of the listed entity including short-term and long-term debt (in INR crore)

3.3.2. Disclosures specified in the table below shall be made by listed entities, within 7 days from the end of the quarter, if applicable on the last date of any quarter:

a. There is any loan including revolving facilities like cash credit from banks/ financial institutions where the default continues beyond 30 days or

b. There is any outstanding unlisted debt security under default.

Sl. No.	Particulars	in Rs. crore
1.	Loans/ revolving facilities like cash credit from banks/ financial institutions
A.	Total amount outstanding as on date
B.	Of the total amount outstanding, amount of default as on date
2.	Unlisted debt securities i.e. NCDs and NCRPS
A.	Total amount outstanding as on date
B.	Of the total amount outstanding, amount of default as on date
3.	Total financial indebtedness of the listed entity including short-term and long-term debt

4. As far as disclosures pertaining to default of listed NCDs and listed NCRPS are concerned, the same would continue to be made as per relevant provisions of the SEBI Regulations and Circulars issued thereunder.

Chapter VI – Schemes of Arrangement involving NCDs/ NCRPS issued in lieu of specified securities48
[See Regulations 11, 37 and 94 of the Listing Regulations and Rule 19(7) of the Securities
Contracts (Regulation) Rules, 1957]

1. Regulations 11, 37 and 94 of the Listing Regulations create obligations on listed entities and Stock Exchange(s) with respect to Schemes of Arrangement.

2. Sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 (SCRR) gives the power to SEBI to relax the strict enforcement of any or all of the requirements with respect to listing of securities on a recognised Stock Exchange, at its discretion. However, SEBI may, while granting such relaxation, stipulate any other conditions as may be deemed necessary in the interest of investors and securities market, under the facts and circumstances of the specific case.

3. Accordingly, SEBI issued circulars49 laying down the detailed requirements to be complied with, by listed entities while undertaking schemes of arrangement for listing of equity or warrants pursuant to the Scheme. Such corporate restructuring may result in issuance of NCDs and/ or NCRPS, in lieu of specified securities50. However, the said circulars do not prescribe any provisions for listing of NCDs and/ or NCRPS, so issued.

4. In case an entity with listed specified securities, has issued NCDs and/ or NCRPS, in lieu of specified securities, vide a scheme of arrangement; and where such NCDs and/ or NCRPS are proposed to be listed on recognized Stock Exchange(s), the listed entity shall additionally comply with the below mentioned requirements:

4.1. Before the scheme of arrangement is submitted for sanction by the National Company Law Tribunal (NCLT):

4.1.1. Eligibility for seeking listing of NCDs and/ or NCRPS:

a. A listed entity which has listed its specified securities may seek listing of NCDs and/ or NCRPS issued pursuant to a scheme of arrangement only in case where the listed entity is a part of such scheme of arrangement and such NCDs and/ or NCRPS are issued to the existing holders of specified securities of such listed entity. Such scenarios may broadly include the following:

- A listed entity, which has listed its specified securities, (demerged entity) demerges a unit and transfers the same to another entity (resultant entity), and the resultant entity issues NCDs and/ or NCRPS to the holders of the specified securities of listed entity (i.e. demerged entity) as a consideration under the scheme of arrangement.
- A listed entity, which has listed its specified securities, (amalgamating entity) is merged with another entity (amalgamated entity), and the amalgamated entity issues NCDs and/ or NCRPS to the holders of the specified securities of listed entity (i.e. amalgamating entity) as a consideration under the scheme of arrangement.

b. It is clarified that only the NCDs and/ or NCRPS issued to the existing holders of listed specified securities, vide the scheme of arrangement, would be eligible for seeking listing.

c. However, if the same series/ class of NCDs and/ or NCRPS are also allotted to other investors, other than the allotment done to the holders of listed specified securities as per the scheme of arrangement, then such NCDs and/ or NCRPS would not be eligible for seeking listing, under the provisions of this Chapter.

4.1.2. Tenure/ maturity: The minimum tenure of the NCDs and/ or NCRPS shall be one year.

4.1.3. Valuation Report51: The Valuation Report shall include valuation of the underlying NCDs and/ or NCRPS to be issued pursuant to the scheme of arrangement.

4.1.4. Disclosures in the draft scheme of arrangement:

The following information to be disclosed in the draft scheme of arrangement:

a. Face value & price.

b. The terms of payment of dividend/ coupon viz. rate, frequency etc.

c. Credit rating.

d. Tenure/ maturity.

e. The terms of redemption viz. amount, date, redemption premium/ discount, and early redemption scenarios, if any.

f. Other embedded features (put option, call option, dates, notification times, etc.), if any.

g. Other terms of instruments (i.e. term sheet).

h. Details of security cover (if secured NCDs).

i. Details of Debenture Trustee.

j. Any other information/ details pertinent for the investors.

4.1.5. Other conditions:

a. The captioned issue of NCDs and/ or NCRPS is in compliance with all the applicable provisions of the Companies Act, 2013 including the provisions related to creation and maintenance of Capital Redemption Reserve/ Debenture Redemption Reserve.

b. All such NCDs and/ or NCRPS are issued in dematerialized form only.

c. In case of NCDs, the issuer has appointed/ shall appoint Debenture Trustee in compliance with the provisions of the NCS Regulations and the Companies Act, 2013.

d. In case of secured NCDs, the issuer has created/ shall create an appropriate charge or security, in compliance with the provisions of the NCS Regulations and the Companies Act, 2013.

e. All the provisions of Chapter II of the NCS Regulations have been/ shall be complied with.

4.2. After the scheme is sanctioned by the Hon’ble High Court or NCLT and at the time of making application for relaxation under sub-rule (7) of rule 19 of the SCRR:

The application for relaxation under sub-rule (7) of rule 19 of SCRR for listing of NCDs and/ or NCRPS shall include a detailed Compliance Report as per format specified in Annex – VI-A, duly certified by the Company Secretary and the Managing Director, confirming compliance of the scheme of arrangement with the various regulatory requirements specified in this regard.

5. The schemes shall be governed by the requirements specified in Listing Regulations and any other law connected therewith and as amended from time to time.

Annex – VI-A

Format of the Compliance Report to be submitted along with the application for relaxation under sub-rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957

It is hereby certified that the scheme of arrangement involving (Name of the entities) does not, in any way violate, override or limit the provisions of securities laws or requirements of the Stock Exchange(s) and the same is in compliance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time, and any other circular(s) issued in this regard, including the following:

Sl. No.	Particulars	Whether complied (Yes/ No)	Remarks
(1)	Eligibility for seeking listing of NCDs and/ or NCRPS
(2)	Tenure/ maturity
(3)	Valuation Report:
(4)	Disclosures in the scheme of arrangement
(5)	Other conditions

Company Secretary

Managing Director

Chapter VII – Formats specifying disclosure of Corporate Governance by ‘high value debt listed entities’52

[See Regulations 15A, 24A and 27(2) of the Listing Regulations]

Regulations 15 to 27 of the Listing Regulations contain provisions relating to Corporate Governance which are applicable on ‘high value debt listed entities’53. In particular, Regulation 24A of the Listing Regulations mandates listed entities to submit a secretarial audit report and secretarial compliance report. Further, Regulation 27(2) of the Listing Regulations mandates listed entities to submit compliance report on corporate governance on quarterly basis. This Chapter specifies the operational aspects in this regard.

A. Format of Compliance Report on corporate governance by listed entities:

1. The format for Compliance Report on Corporate Governance to be submitted by a listed entity on quarterly basis, is enclosed as Annex – VII-A.

B. Other disclosures:

Particular	Format
Disclosures in Corporate Governance Report as part of Annual Report	Part C of Schedule V of the Listing Regulations
Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.	Part D of Schedule V of the Listing Regulations
Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.	Part E of Schedule V of the Listing Regulations

C. Annual Secretarial Audit Report and Secretarial Compliance report:

2. Annual secretarial audit report: The following shall be complied with by a listed entity and its material unlisted subsidiaries, as applicable:

2.1. Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires Secretarial Audit by Practicing Company Secretaries (PCS) for listed companies and certain unlisted companies above a certain threshold in Form No. MR-3.

2.2. In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of Listing Regulations.

3 .Annual secretarial compliance report: The following shall be complied with by a listed entity:

3.1. While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this circular.

3.2. The format for the annual secretarial compliance report is placed at Annex – VII-B.

3.3. The annual secretarial compliance report in the aforesaid format shall be submitted by the listed entity to the stock exchanges within 60 days of the end of the financial year.

4. The listed entities and their material subsidiaries shall provide all such documents/ information as may be sought by the PCS for the purpose of providing a certification under the Regulations and this circular.

Annex – VII-A

Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis

1. Name of listed entity:

2. Quarter ending:

Annex - VII-A

the relevant quarter

of quorum met (details)*

directors present*

committee in the previous quarter

meetings in number of days*

Yes/ No

*To be filled in only for the current quarter meetings.

Note: This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional.

–

V. Related Party Tra actions
Subject	Compliance status (Yes/ No/ NA) refer note below
Whether prior approval of audit committee obtained
Whether shareholder approval obtained for material RPT
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by the Audit Committee
*Notes:* 1. In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, “Yes” may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may be indicated. 2. If status is “No” details of non-compliance may be given here.
VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. 2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee d. Risk management committee (as applicable) 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of the board of directors may be mentioned here.
Name and designation: Company Secretary/ Compliance Officer/ Managing Director/ CEO/ CFO

Note:

Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by listed entity and instead a statement “same as previous quarter” may be given.

Page 54 of 104

Annex – VII-B

Secretarial compliance report of [●] [Name of the listed entity] for the year ended_______

(On the letter head of the Practicing Company Secretary)

I/We………………… have examined:

(a) all the documents and records made available to us and explanation provided by [●] [Name of the listed entity] (“the listed entity”),

(b) the filings/ submissions made by the listed entity to the stock exchanges, (c) website of the listed entity,

(c) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended [●] (“Review Period”) in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations54, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021;

(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(h) ……………………. (other regulations as applicable) and circulars/ guidelines issued thereunder;

And based on the above examination, I/ we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sl. No.

Compliance Requirement

(Regulations/ circulars/ guidelines
including specific clause)

Deviations

Observations/ Remarks of

the Practicing Company
Secretary

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records.

(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

Sl. No.	Action taken by	Details of violation	Details of action taken e.g. fines, warning letter, debarment, etc.	Observations/ remarks of the Practicing Company Secretary, if any.

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sl. No.

Observations of the Practicing Company Secretary in the previous reports

Observations made in the secretarial compliance report for the year ended…

(The years are to be
mentioned)

Actions taken by the listed entity, if any

Comments of the Practicing Company Secretary on the actions taken by
the listed entity

Notes:

1. Provide the list of all the observations in the report for the previous year along with the actions taken by the listed entity on those observations.

2. Add the list of all observations in the reports pertaining to the periods prior to the previous year in case the entity has not taken sufficient steps to address the concerns raised/ observations.

E.g. In the report for the year ended 31st Mar, 2021, the PCS shall provide a list of:

all the observations in the report for the year ended 31st Mar, 2020 along with the actions taken by the listed entity on those observations.
the observations in the reports pertaining to the year ended 31st Mar,2020 and earlier, in case the entity has not taken sufficient steps to address the concerns raised/ observations in those reports.

Place:
Signature:
Date:

Name of the Practicing Company Secretary

ACS/ FCS No.:

C P No.:

Page 57 of 104

Chapter VIII – Disclosure obligations of listed entities in relation to its Related Party Transactions55

[See Regulation 23(9) of the Listing Regulations]

Regulation 23 of the Listing Regulations prescribes the obligations of ‘high value debt listed entities’, pertaining to ‘Related Party Transactions (RPTs)’ including formulation of policy on materiality of RPTs, manner on dealing with RPTs, approval by the Audit Committee, disclosure of the same to the Stock Exchange(s) and publication on the entity’s website. This Chapter specifies the operational aspects in this regard.

1. Information to be reviewed by the Audit Committee for approval of RPTs:

1.1. The listed entity shall provide the following information, for review of the audit committee, for approval of a proposed RPT:

1.1.1. Type, material terms and particulars of the proposed transaction;

1.1.2. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);

1.1.3. Tenure of the proposed transaction (particular tenure shall be specified); 1.1.4. Value of the proposed transaction;

1.1.5. The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);

1.1.6. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:

a. details of the source of funds in connection with the proposed transaction;

b. where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments:

- nature of indebtedness;
- cost of funds; and
- tenure;

c. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and

d. the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.

1.1.7. Justification as to why the RPT is in the interest of the listed entity;

1.1.8. A copy of the valuation or other external party report, if any such report has been relied upon;

1.1.9. Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis;

1.1.10. Any other information that may be relevant.

1.2. The audit committee shall also review the status, of long-term (more than one year) or recurring RPTs, on an annual basis.

2. Information to be provided to shareholders for consideration of RPTs:

The notice being sent to the shareholders seeking approval for any proposed RPT shall, in addition to the requirements under the Companies Act, 2013, include the following information as a part of the explanatory statement:

2.1. A summary of the information provided by the management of the listed entity to the audit committee as specified in point 1.1. above;

2.2. Justification for why the proposed transaction is in the interest of the listed entity;

2.3. Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the details specified under point 1.1.6 above; (The requirement of disclosing source of funds and cost of funds shall not be applicable to listed banks/ NBFCs.)

2.4. A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders;

2.5. Percentage of the counter-party’s annual consolidated turnover that is

represented by the value of the proposed RPT, on a voluntary basis;

2.6. Any other information that may be relevant.

3. Format for reporting of RPTs to the Stock Exchange

The listed entity shall make RPT disclosures every half year, in the format provided at Annex – VIII-A.

Annex – VIII-A56

Format for disclosure of related party transactions every half year (see Note 4)

Notes:

1. The details in this format are required to be provided for all transactions undertaken during
the reporting period. However, opening and closing balances, including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the reporting period.

2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries), it may be reported once.

3. Listed banks shall not be required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits, advances or investments made or given by the listed banks.

4. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended March 31. Companies with financial years ending in other months, the six months’ period shall apply accordingly.

5. Each type of related party transaction (for e.g. sale of goods/ services, purchase of goods/services or whether it involves a loan, inter-corporate deposit, advance or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions. Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off.

6. In case of a multi-year related party transaction:

a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column “Value of the related party transaction as approved by the audit committee”.

b. The value of the related party transaction undertaken in the reporting period shall be reported in the column “Value of related party transaction during the reporting period”.

7. “Cost” refers to the cost of borrowed funds for the listed entity.

8. PAN will not be displayed on the website of the Stock Exchange(s).

9. Transactions such as acceptance of fixed deposits by banks/ NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all shareholders/ public shall also be reported.

Chapter IX – Non-compliance with provisions related to continuous disclosures57
[See Regulations 97(1), 97(2) and 98 and 99 of the Listing Regulations]

1. SEBI has prescribed continuous disclosure norms under Listing Regulations for issuers of listed Non-Convertible Securities and/ or Commercial Paper.

2. In this regard, a uniform structure has been prescribed for levying of fines and for taking action by the Stock Exchanges, for non-compliance by the issuers. The same is placed at Annex – IX-A and Annex – IX-B.

3. Stock Exchanges may deviate from the uniform structure, if found necessary, only after recording reasons in writing.

4. In case a non-compliant entity is listed on more than one recognized Stock Exchange, the concerned recognized Stock Exchanges shall take uniform action under this circular in consultation with each other.

5. The recognized Stock Exchange(s) shall disclose on their website the action(s) taken against the entities for non-compliance(s); including the details of the respective requirement, amount of fine levied/ action taken etc.

6. The fine as specified in Annex – IX-A shall continue to accrue till the time of rectification of the non-compliance and to the satisfaction of the concerned recognized stock exchange. Such accrual shall be irrespective of any other disciplinary and/ or enforcement action(s) initiated by recognized Stock Exchange(s) and/ or SEBI.

7. The amount of fine realized as per the structure provided in Annex – IX-B shall be credited to the ‘Investor Protection Fund’ of the concerned recognized Stock Exchange(s).

8. The recognized Stock Exchanges may keep in abeyance the action or withdraw the action in specific cases where specific exemption from compliance with the requirements for continuous disclosures/ moratorium on enforcement proceedings has been provided for under any Act, Court/ Tribunal Orders.

9. The above provisions are without prejudice to the power of SEBI to take action under the securities laws.

10. The provisions of the circular ref. no. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020, on ‘Non-compliance with provisions related to continuous disclosures’, shall be applicable for all non-compliances of continuous disclosures under the Listing Regulations, till January 31, 2022. The provisions of the circular ref. no.

SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021, on the same subject, shall remain in force till this circular comes into effect.

Annex – IX-A

PART A: Fine to be levied in case of non-compliance(s) by issuers of listed Non-convertible Securities

1. The recognized Stock Exchange(s) shall take action for non-compliance with the provisions of the Listing Regulations & circulars/ guidelines issued thereunder, by an entity having listed Non-Convertible Securities, as under:

Sl. No.	Regulation	Fine payable and/ or other action to be taken for non-compliance in respect of an entity having listed its Non-convertible Securities
(a)	Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer.	₹ 1,000 per day
(b)	Regulation 7(1) Non-compliance with requirement to appoint share transfer agent.	₹ 1,000 per day
(c)	Regulation 13(1) Failure to ensure that adequate steps are taken for expeditious redress of investor complaints.	₹ 1,000 per day
(d)	Regulation 13(3) Non-submission of the statement on debenture holder complaints within the period prescribed under this regulation or under any circular issued in respect of redress of investor grievances.	₹ 1,000 per day
(e)	Regulation 50(1) Delay in furnishing intimation about board meeting.	₹ 5,000 per instance of non- compliance per item.
(f)	Regulation 50(2) Delay in furnishing intimation about meeting of shareholders or holders of non-convertible securities.	₹ 5,000 per instance of non- compliance per item.
(g)	Regulation 52(1)/ 52(2)(a)/ 52(2)(d)/ 52(2)(f) Non-submission of quarterly and year to date standalone financial results on a quarterly basis within the period prescribed under this Regulation under Regulation 52(1)/ Unaudited financial results submitted without limited review report under Regulation 52(2)(a)/ Non-submission of annual audited standalone and consolidated financial	₹ 5,000 per day

2. In case of 1(a) to 1(d), 1 (g) and 1(j) above, wherein the listed entity has listed both specified securities and/ or Non-Convertible Securities, and if the concerned recognized Stock Exchange(s) has already levied a penalty for non-compliance of relevant regulations in Chapter III or Regulation 33 or 34 of the Listing Regulations, in terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, as amended from time to time, then penalty shall not be imposed again for violation of common obligations under Chapter III or Regulation 52(1) or Regulation 52(2)(a) or Regulation 52(2)(d) or Regulation 53(2), as the case may be, in terms of this Chapter.

PART B: Fine to be levied in case of non-compliances by issuers of listed Commercial Paper

1. The recognized Stock Exchange(s) shall take action for non-compliance with continuous disclosure requirements in terms of Chapter XVII of the SEBI Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, by an entity having listed Commercial Paper as under:

Sl. No.	Clause	Fine payable and/ or other action to be taken for non-compliance in respect of an entity having listed Commercial Paper
(a)	Non-submission of financial results within the prescribed period.	₹ 5,000 per day
(b)	Non-disclosure of line items prescribed under Regulation 52(4) of the Listing Regulations along with the financial results.	₹ 1,000 per day
(c)	Non-submission of certificate regarding fulfilment of payment obligations.	₹ 1,000 per day per ISIN

2. In case of 1(a) and 1(b) above, wherein the entity has listed its specified securities and/ or Non-Convertible Securities and/ or Commercial Paper, and if the concerned recognized Stock Exchange(s) has already levied a penalty for non-compliance of Regulation 33 or Regulation 52(1) and/ or Regulation 52(4) of the Listing Regulations under SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, as amended from time to time and/ or Part A of Annex – IX-A of this Chapter, as applicable, then penalty shall not be imposed again for non-submission of disclosures specified at 1(a) and 1(b) above.

Annex – IX-B

Action to be taken in case of non-compliances by issuers of listed Non-convertible Securities and/ or Commercial Paper

1. Every recognized Stock Exchange shall review the compliance status of the entities having listed their Non-convertible Securities and/ or Commercial Paper and shall issue notices to the non-compliant entities within 30 days from the due date of the prescribed timeline. Non-compliant entity shall ensure compliance with the requirement(s) and pay fines as per the circular within 15 days from the date of such notice. If the non-compliant entity fails to comply with the aforesaid requirement(s) and/ or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized stock exchange(s) upon expiry of the period indicated in the notice, shall issue reminder notices to such non-compliant entities, to ensure compliance with the requirement(s) and pay fines within 10 days from the date of such notice. While issuing the aforementioned notices, the recognized Stock Exchange shall also send intimation to other recognized stock exchange(s) where the Non-convertible Securities or Commercial Paper of the non-compliant entity are listed.

2. If the non-compliant entity fails to comply with the aforesaid requirement(s) and/ or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized Stock Exchange(s) shall send intimation to other recognized Stock Exchange(s) and all entities allowed to act as EBP, regarding failure of compliance of such entity.

3. The recognized Stock Exchange(S) and/ or other entities allowed to act as EBP, thereafter, shall not allow:

a. issuance of any securities, as defined under Chapter VI of SEBI Operational Circular no. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 by such non-compliant entity on the EBP Platform; and

b. further listing of Non-convertible Securities or Commercial Paper of such noncompliant entity.

4. The restrictions mentioned at Paras 3(a) & (b) above shall continue until the noncompliant entity subsequently complies with the respective requirement(s) and pays the fine levied. Further, if the non-compliant entity subsequently complies with the respective requirement(s) and pays the fine levied, in terms of this Circular, the concerned recognized Stock Exchange(s) shall display on their website compliance and status of fines paid by such entity. Simultaneously, the concerned recognized Stock Exchange(s) shall intimate other recognized stock exchange(s), other entities allowed to act as Electronic Book Provider (EBP), regarding compliance of such entity.

5. The recognized Stock Exchange(s) shall also advise the non-compliant entity to ensure that the subject matter of non-compliance which has been identified and indicated by the recognized Stock Exchange(s) and any subsequent action taken by the recognized Stock Exchange(s) in this regard shall be placed before the Board of Directors of the entity in its next meeting. Comments made by the board shall be duly informed to the recognized Stock Exchange(s) for dissemination.

Chapter X – Format for statements/ reports to be submitted to Stock Exchange(s) by listed entity which has listed its Securitised Debt Instruments58

[See Regulations 82(3) and 82(4) of the Listing Regulations]

1. Regulation 82(3) of the Listing Regulations, specifies that an entity with listed Securitised Debt Instruments, shall submit statements, reports or information including financial information to the Stock Exchange(s) within seven days from the end of the month/ actual payment date, either by itself or through the servicer, in the format as specified by the Board from time to time. Further regulation 82(4) of the Listing Regulations, mandates an entity with listed Securitised Debt Instruments, to disclose loan level information to the Stock Exchange(s).

2. Accordingly, formats for statements/ reports as per Annex – X-A to this chapter are being prescribed which requires the listed entity to provide pool level, tranche level and loan level details.

Notes:

1 Earlier called as ‘Operational Circular’; renamed as ‘Master Circular’ from June 30, 2023

2 The provisions of Chapter VI of this Operational Circular are applicable to all Listed Entities who have listed their equity and convertibles

3 Except circulars which were issued to ‘all listed entities’, which shall continue to apply to entities that have listed specified securities.

4 Inserted on June 30, 2023

5Phrase “unless specifically mentioned otherwise in this circular” inserted on June 30, 2023

6 Circular no. SEBI/HO/DDHS/CIR/2021/0000000637 dated October 05, 2021.

7 In case a listed entity did not have quarterly financial results for the four quarters ended September 2020, December 2020, March 2021 and June 2021, the column on corresponding figures for such quarters will not be applicable, for the four quarters ended September 2021, December 2021, March 2022 and June 2022.

8 In case the listed entity did not have Statement of Assets and Liabilities for the half year ended September 2020, the column on corresponding figures will not be applicable, for the half year ended September 2021.

9 In case the listed entity did not have the Cash Flow Statement for the half year ended September 2020, the column on corresponding figures will not be applicable, for the half year ended September 2021.

10 Circular no. SEBI/HO/DDHS/CIR/2021/0000000638 dated October 14, 2021.

11 If applicable, based on facts and circumstances of the engagement.

12 Partner or proprietor, as the case may be.

13 If applicable, based on facts and circumstances of the engagement.

14 Partner or proprietor, as the case may be.

15 whichever is applicable.

16 If applicable, based on facts and circumstances of the engagement.

17 Partner or proprietor, as the case may be.

18 As applicable.

19 In the case of a Bank/ NBFC, which is not incorporated as a Company.

20 If applicable, based on facts and circumstances of the engagement.

21 As applicable.

22 In the case of a Bank, which is not incorporated as a Company.

23 As applicable.

24 As applicable.

25 If applicable, based on facts and circumstances of the engagement.

26 Where applicable.

27 Figures for total assets to be reported when balance sheet is also presented with the income statements.

28 Figures for total assets to be reported when BS is also presented with the income statements.

29 Use this paragraph where the quarters were subjected to a limited review.

30 Use this paragraph where the quarters were audited.

31 Partner or proprietor, as the case may be.

32 Regulations be interpreted to include relevant circulars issued by SEBI from time to time.

33 As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year).

34 As applicable.

35 In the case of a Bank, which is not incorporated as a Company.

36 If applicable, based on facts and circumstances of the engagement.

37 As applicable.

38 In the case of a Bank, which is not incorporated as a Company

39 Figures for total assets to be reported when BS is also presented with the income statements.

40 Figures for total assets to be reported when BS is also presented with the income statements.

41 Use this paragraph where the quarters were subjected to a limited review.

42 Use this paragraph where the quarters were audited.

43 Partner or proprietor, as the case may be.

44 Circular no. CIR/CFD/CMD/56/2016 dated May 27, 2016. The provisions of this circular became applicable for all annual audited standalone/ consolidated financial results, submitted by the listed entities for the period ending on or after March 31, 2016

45 Circular no. SEBI/HO/DDHS/08/2020 dated January 17, 2020.

46 In terms of amendment to the Listing Regulations notified on November 14, 2022.

47 Circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019. The disclosure formats provided in this circular had become applicable from January 01, 2020.

48 Circular no. CIR/IMD/DF/50/2017 dated May 26, 2017.

49 Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time; and any other circular(s) issued in this regard.

50 In terms of Regulation 2(1)(eee) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, ‘specified securities’ means equity shares and convertible securities’.

51 As referred in Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, as amended from time to time; and any other circular(s) issued in this regard.

52 BSE Notice No. 20211001-3 dated October 01, 2021 and NSE Circular No. NSE/CML/2021/10 dated September 30, 2021 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 and SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2017.

53 In terms of Regulation 15(1A) of the Listing Regulations, provisions and explanations thereof, ‘high value debt listed entities’ would imply an entity with listed non-convertible debt securities and having outstanding value of listed non-convertible debt securities of rupees five hundred crore and above.

54 The said list of Regulations is only illustrative. All relevant SEBI Regulations, as may be applicable to the listed entity for the review period, to be added.

55 Circular No. SEBI/HO/DDHS/DDHS_Div1/P/CIR/2022/0000000006 dated January 07, 2022;

56 Annex to Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021;

57 Circular No. SEBI/HO/DDHS_Div2/P/CIR/2021/699 dated December 29, 2021.

58 Circular No. CIR/IMD/DF1/10/2015 dated November 27, 2015; the circular come into force from December 01, 2015.

Particu lars

3 months ended*

Preceding 3 months ended*

Corresponding 3 months ended previous year*

Year to date figures for current period ended*

Year to date for previous year ended*

Previous year ended*

Audited/ Unaudited**

Audited/ Unaudited**

Audited/ Unaudited**

Audited/ Unaudited**

Audited/ Unaudited**

Audited/ Unaudited**

Name of the Issuer

ISIN

Mode of Fund Raising (Public issues/ Private placement)

Type of instru ment

Date of raising funds

Amount Raised

Funds utilized

Any deviation (Yes/ No)

If 8 is Yes, then specify the purpose of for which the funds were utilized

Rema rks, if any

1

2

3

4

5

6

7

8

9

10

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Corresponding 3 months
ended previous year*

Year to date figures for
current period ended*

Year to date
for previous
year ended*

Name
of the
Issuer

If 8 is Yes, then specify the purpose of for which the funds
were utilized