All Summarized Provisions of Financial results for entities which has listed its specified securities in Exchange

Financial Results

(Regulation 33 of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

1. Time Limit of submission of Audited/ Unaudited Financial Results to Stock Exchange

Quarterly/Annual Results Time Limit Limited review/Audit Report
Quarterly and Year-to-date standalone financial results within forty-five days of end of each quarter financial results may be either audited or unaudited subject to the following:

In case the listed entity opts to submit unaudited financial results, they shall be subject to limited review by the statutory auditors of the listed entity and shall be accompanied by the limited review report.

Provided that in case of public sector undertakings this limited review may be undertaken by practicing chartered accountant.

In case the listed entity opts to submit audited financial results, they shall be accompanied by the audit report.

Annual audited standalone financial results within sixty days from the end of the financial year Audit report and Statement on Impact of Audit Qualifications (applicable only for audit report with modified opinion)

In case of audit reports with unmodified opinion(s), the listed entity shall furnish a declaration to that effect to the Stock Exchange(s) while publishing the annual audited financial results.

2. Consolidated financial results

1. If the listed entity has subsidiaries/Associates, consolidated financial results shall be submitted in addition to Standalone financial results.

2. Earlier there was an ambiguity for consolidation of financial results in case where listed company has associates/ joint venture only. But later on SEBI issued circular no. LIST/COMP/30/2019-20 on dated September 26, 2019 where it is clarified in the matter of Shriram Transport Finance Company Limited; Companies are required to consolidate the financial results of Subsidiary and or its Associate companies / Joint ventures as the case may be, with the Standalone financial results.

For user’s ready reference, link of relevant circular is being produced below.

www.bseindia.com/corporates/Displaydata.aspx?Id=9f533d63-d093-4cc4-b32a-9c3e2637be9f&Page=cir

Things to keep in mind while finalization of financial results

(a) The financial results shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods.

(b) The quarterly and year to date results shall be prepared in accordance with the Companies (Indian Accountings Standards) Rules,2015 (Ind AS) prescribed under section 133 of the Companies Act, 2013 read with relevant rules framed there under or as specified by the Institute of Chartered Accountants of India, whichever is applicable.

(c) The listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself to the peer review process of ICAI and holds a valid certificate issued by the Peer Review Board of the ICAI of India.

(d) The quarterly financial results shall be reviewed by Audit committee and subsequently approved by the board of directors.

Provided that while placing the financial results before the board of directors, the chief executive officer and chief financial officer of the listed entity shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

(e) The financial results submitted to the stock exchange shall be signed by the chairperson or managing director, or a whole time director or in the absence of all of them; it shall be signed by any other director of the listed entity who is duly authorized by the board of directors to sign the financial results.

(f) The limited review report shall be placed before the board of directors, at its meeting which approves the financial results, before being submitted to the stock exchange(s).

(g) The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities as at and statement of cash flows for the half-year.

(h) The listed entity shall ensure that, for the purposes of quarterly consolidated financial results, at least eighty percent of each of the consolidated revenue, assets and profits, respectively, shall have been subject to audit or in case of unaudited results, subjected to limited review.

(i) The statutory auditor of a listed entity shall undertake a limited review of the audit of all the entities/ companies whose accounts are to be consolidated with the listed entity as per IND AS 110/ IND AS28 in accordance with guidelines issued by the Board on this matter.

3. Advertisements in Newspapers related to financial results

(Regulation 47 of  SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

(1) The listed entity shall publish the following information in the newspaper:

(a) Notice of meeting of the board of directors where financial results shall be discussed

(b) Financial results

If the listed entity has submitted both standalone and consolidated financial results, the listed entity shall publish consolidated financial results along-with below information of standalone basis as a foot note:

(i) Turnover,

(ii) Profit before tax and

(iii) Profit after tax,

(2) The listed entity shall give a reference of link of the website of listed entity and stock exchange(s), where further details are available of financial results.

(3) The listed entity shall publish the information specified in point no 1 in the newspaper simultaneously with the submission of the same to the stock exchange(s).

(4) The information in news paper shall be published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated.

(5)Financial results shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.

4. Intimation to Exchange-Before BOD Meeting (Regulation 29)

(SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The listed entity shall give prior intimation to stock exchange about the meeting of the board of directors where financial results to be approved.

The intimation required above shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors.

5. Intimation to Exchange -After BOD meeting (Part A of Schedule III read with regulation 30)

(SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Outcome of Board meeting along with approved financial results will be submitted to the exchange within 30 Minutes of the closure of meeting.

6. Disclosure required in Financial Results (Schedule IV)

(SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

(a) All items of income and expenditure of exceptional nature and extraordinary items.

(b) Segment reporting in accordance with Indian Accounting Standard 108.

(c) Changes in accounting policies in accordance with Indian Accounting Standard 8.

(d) Effect on the financial results of material changes in the composition of the listed entity including but not limited to business combinations, acquisitions or disposal of subsidiaries and long term investments, any other form of restructuring and discontinuance of operations.

(e) Disclosure where revenues are subject to material seasonal variations, the seasonal nature of their activities and the listed entity may supplement their financial results with information for the twelve month period ending on the last day of the quarter for the current and preceding years on a rolling basis.

(f) Any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management, change in capital structure and the listed entity shall also disclose similar material events or transactions that take place subsequent to the end of the quarter.

(g) Dividends paid or recommended for the year, including interim dividends

(h) If the listed entity has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name.

(i) If the listed entity had not commenced commercial production or commercial operations during the reportable period, the listed entity shall, instead of submitting financial results, disclose the following details:

(1) details of amount raised i.e. proceeds of any issue of shares or debentures made by the listed entity;

(2) the portions thereof which is utilized and that remaining unutilized;

(3) the details of investment made pending utilisation ;

(4) brief description of the project which is pending completion;

(5) status of the project and

(6) expected date of commencement of commercial production or commercial operations:

Provided that the details mentioned above shall be approved by the board of directors based on certification by the chief executive officer and chief financial officer.

(j) If the auditor has expressed any modified opinion(s) in respect of audited financial results submitted or published under this para, the listed entity shall disclose such modified opinion(s) and cumulative impact of the same on profit or loss, net worth, total assets, turnover/total income, earning per share, total expenditure, total liabilities or any other financial item(s) which may be impacted due to modified opinion(s), while publishing or submitting such results.

♣ If the auditor has expressed any modified opinion(s), the management of the listed entity has the option to explain its views on the audit qualifications and the same shall be included in the Statement on Impact of Audit Qualifications (for audit report with modified opinion).

♣ With respect to audit qualifications where the impact of the qualification is not quantifiable:

i. The management shall mandatorily make an estimate which the auditor shall review and report accordingly.

ii. Notwithstanding the above, the management may be permitted to not provide estimate on matters like going concerns or sub-judice matters; in which case, the management shall provide the reasons and the auditor shall review the same and report accordingly.

♣ If the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the listed entity shall include as a note to the financial results –

(i) how the modified opinion(s) or other reservation(s) has been resolved; or

(ii) if the same has not been resolved, the reason thereof and the steps which the listed entity intends to take in the matter.

(k) The listed entity shall also submit the audited [or limited reviewed] financial results in respect of the last quarter along-with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures upto the third quarter of the current financial year.

7. Filing of Financial Results (Regulation 33) in XBRL Mode

All listed entities with BSE, is required to make their filings in respect of Financial Results (Regulation 33) in XBRL mode within 24 hours of submission of results in PDF mode. (For the above purpose, the Excel Utility for filing financial results in XBRL mode is available for download in the Listing Centre portal.)

Please note that filing of Financial Results (Regulation 33) in other mode would be treated as non-submission and may attract penalties as prescribed by SEBI in the SOP circular dated November 30, 2015.

(The views expressed herein are personal views of the Author. The views expressed herein in not intended and shall not be taken as, legal advice. For any further queries, the author can be reached at following Email id: caankit02@gmail.com)

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