Section 129 of The Companies Act, 2013
52.(1)The listed entity shall prepare and submit un-audited or audited financial results on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s).
The listed entity shall comply with following requirements with respect to preparation, approval, authentication and publication of annual and half-yearly financial results:
(a)Un-audited financial results shall be accompanied by limited review report prepared by the statutory auditors of the listed entity or in case of public sector undertakings, by any practising Chartered Accountant, in the format as specified by the Board:
Provided that if the listed entity intimates in advance to the stock exchange(s) that it shall submit to the stock exchange(s) its annual audited results within sixty days from the end of the financial year, un-audited financial results for the last half year accompanied by limited review report by the auditors need not be submitted to stock exchange(s).
(b) Half-yearly results shall be taken on record by the board of directors and signed by the managing director / executive director.
(d) If the listed entity opts to submit un-audited financial results for the last half year accompanied by limited review report by the auditors, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the board of directors.
(e)Modified opinion(s) in audit reports that have a bearing on the interest payment/ dividend payment pertaining to non-convertible redeemable debentures/ redemption or principal repayment capacity of the listed entity shall be appropriately and adequately addressed by the board of directors while publishing the accounts for the said period.
(3)(a) The annual audited financial results shall be submitted along with the annual audit report and
either Form A for audit report with unmodified opinion, or Form B for audit report with modified opinion
(4) The listed entity, while submitting half yearly / annual financial results, shall disclose the following line items along with the financial results:
(a) credit rating and change in credit rating (if any);
(b) asset cover available, in case of non convertible debt securities;
(c) debt-equity ratio;
(d) previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/ repayment of principal of non-convertible preference shares /non convertible debt securities and whether the same has been paid or not; and,
(e) next due date for the payment of interest/ dividend of non-convertible preference shares /principal along with the amount of interest/ dividend of non-convertible preference shares payable and the redemption amount;
(f) debt service coverage ratio;
(g) interest service coverage ratio;
(h) outstanding redeemable preference shares (quantity and value);
(i) capital redemption reserve/debenture redemption reserve;
(j) net worth;
(k) net profit after tax;
(l) earnings per share:
Provided that the requirement of disclosures of debt service coverage ratio, asset cover and interest service coverage ratio shall not be applicable for banks or non banking financial companies registered with the Reserve Bank of India.
Provided further that the requirement of this sub- regulation shall not be applicable in case of unsecured debt instruments issued by regulated financial sector entities eligible for meeting capital requirements as specified by respective regulators.
(5) While submitting the information required under sub- regulation (4), the listed entity shall submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents.
(6) The listed entity which has listed its non convertible redeemable preference shares shall make the following additional disclosures as notes to financials:
(a)profit for the half year and cumulative profit for the year;
(b) free reserve as on the end of half year;
(c)securities premium account balance (if redemption of redeemable preference share is to be done at a premium, such premium may be appropriated from securities premium account):
Provided that disclosure on securities premium account balance may be provided only in the year in which non convertible redeemable preference shares are due for redemption;
(d) track record of dividend payment on non convertible redeemable preference shares: Provided that in case the dividend has been deferred at any time, then the actual date of payment shall be disclosed;
(e)breach of any covenants under the terms of the non convertible redeemable preference shares:
Provided that in case a listed entity is planning a fresh issuance of shares whose end use is servicing of the non convertible redeemable preference shares (whether dividend or principle redemption), then the same shall be disclosed whenever the listed entity decided on such issuances.
(7) The listed entity shall submit to the stock exchange on a half yearly basis along with the half yearly financial results, a statement indicating material deviations, if any, in the use of proceeds of issue of non convertible debt securities and non-convertible redeemable preference shares from the objects stated in the offer document.
(8)The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in sub-regulation (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
Refer Circular CIR/CFD/CMD/56/2016. To view the circular,Click Here
Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2016 dated 25/05/2016 w.e.f 01.04.2016
Circular for XBRL based Compliance filings for Listed Companies at NSE vide Circular No. NSE/CML/2018/08 dated 13.04.2018
SEBI Circular CIR/CFD/CMD/56/2016 dated 27/05/2016
LODR – SCHEDULE VIII
‘MANNER OF REVIEWING FORM B ACCOMPANYING ANNUAL AUDITED RESULTS [See Regulations 33(6) and 33(7) , 52(3)(b) and 52(3)(c) and 95]
A. REVIEW BY STOCK EXCHANGE(S)
The stock exchange(s) shall adopt the following procedure for reviewing the Form B and accompanying annual audit reports submitted in terms of clause (d) of sub-regulation (3) of regulation 33 and clause (a) of sub-regulation (3) of 52:
1. Stock exchange(s) shall carry out preliminary scrutiny of reports accompanied by Form B including seeking necessary explanation from the listed entity concerned and consider the same based on materiality of the modified opinion(s).
2. The parameters for ascertaining the materiality of modified opinion(s) shall be the impact of these modified opinions on the profit and loss and financial position of the listed entity.
3. For the purpose of uniformity, stock exchange(s) shall consult one another for deciding the criteria for preliminary scrutiny.
4. Further, stock exchange(s) shall also consult one another for distributing the work in case shares of the listed entity concerned are listed on more than one stock exchange(s).
5. Upon examining the audit reports based on the above parameters, stock exchange(s) shall refer those cases, which, in their opinion, need further examination, to the Board.
6. Stock exchange(s) shall display the list of listed entities which have filed their audit reports along with Form B
B. REVIEW BY THE QUALIFIED AUDIT REPORT REVIEW COMMITTEE
1. The qualified audit report review committee shall be constituted by the board comprising of representatives from Institute of Chartered Accountants of India, stock exchange(s), Ministry of Corporate Affairs etc.
2. The qualified audit report review committee shall review the cases received from the stock exchange(s) and guide the Board in processing the annual audit reports with modified opinion(s).
3. After analyzing the modified opinion(s) in audit reports, qualified audit report review committee may make the following recommendations:
a. If qualified audit report review committee is of the view that the impact of modified opinion is not significant, it may recommend rectification of such modified opinion in the subsequent financial year;
b. If qualified audit report review committee is of the view that the impact of modified opinion is significant and the explanation given by the listed entity concerned in Form B is unsatisfactory, the case may be referred to the Financial Reporting Review Board of Institute of Chartered Accountants of India, for their opinion on whether the modified opinion is justified.
c. Based on the opinion of the financial reporting review board, qualified audit report review committee may recommend the following:
i. If Financial Reporting Review Board opines that modified opinion is justified, qualified audit report review committee may recommend submission of revised pro-forma financial results, incorporating the effect of the modified opinion, to the stock exchange(s) in the manner as specified in para (E) below.
ii. If financial reporting review board is of the view that modified opinion is not justified, Institute of Chartered Accountants of India may take up the matter appropriately with the statutory auditor of the listed entity.
d. If a modified opinion is not quantifiable, qualified audit report review committee may recommend rectification of such modified opinion in the subsequent financial year.
C. Based on the recommendations of qualified audit report review committee and/or the opinion of Financial Reporting Review Board, the Board may direct the listed entity concerned to rectify its modified opinion and/or submit the revised pro-forma financial results in the manner specified in sub-para (3) of para (B).
D. The Board may, at any stage, in the interest of investors, take any other necessary action as it deems fit.
E. SUBMISSION OF REVISED PRO-FORMA FINANCIAL RESULTS
1. The listed entity shall undertake the following steps for submission of revised pro-forma financial results:
a. The listed entity shall submit revised pro-forma financial results, incorporating the effect of the modified opinion, to the stock exchange(s) within two months from the date of receipt of such direction from Board.
b. The accounting impact of such modified opinion shall be carried out as a prior period item in the financial statements of the subsequent financial year.
F. The review of all Form Bs and the accompanying annual audit reports shall be carried out twice a year based on the reports received up to half year ending on June and December of every year and for this purpose, the following timelines are prescribed:
|Activity||To be completed by|
|Filing of annual audit reports and Form A/Form B by the listed entity||As per the regulations|
|Preliminary scrutiny of the reports received during the half|
year (January - June and July - December each year) by stock exchange(s) and referring cases to the Board
|One month from the end of half year ending
on June and December each year.
|Review of the cases by qualified audit report review|
|One month from the date of receipt of report from the stock exchange(s).|
|Referring cases to Financial Reporting Review Board of|
Institute of Chartered Accountants of India
|Fifteen days from the date of decision of the
qualified audit report review committee
|Receipt of reply from Financial Reporting Review Board||One month from the date of referral by
qualified audit report review committee
|Communication of decision on the case to the listed entity concerned and the stock exchange(s).||Fifteen days from the date of decision of
qualified audit report review committee /
Financial Reporting Review Board
|Submission of revised pro-forma financial results by the listed entity concerned.||Within two months from the date of letter of
communication to the concerned entity.