Section 129 of The Companies Act, 2013

Financial results.

(1) While preparing financial results, the shall comply with the following:

(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 recognition and measurement principles laid down in Accounting Standard 25 or Indian Accounting Standard 31 (AS 25/ Ind AS 34 – Interim Financial Reporting), as applicable, specified in 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 standalone financial results and consolidated financial results shall be prepared as per Generally Accepted Accounting Principles in India:
Provided that in addition to the above, the listed entity may also submit the financial results, as per the International Financial Reporting Standards notified by the International Accounting Standards Board.

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

(e)The listed entity shall make the disclosures specified in

(2) The approval and authentication of the financial results shall be done by listed entity in the following manner:

(a)The quarterly financial results submitted shall be 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.

(b)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.

(c)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).

(d)The annual audited financial results shall be approved by the board of directors of the listed entity and shall be signed in the manner specified in clause (b) of sub-regulation (2).

(3)The listed entity shall the in the following manner:

(a)The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange of end of each quarter, other than the last quarter.

(b) In case the listed entity has subsidiaries, in addition to the requirement at clause (a) of sub-regulation (3), the listed entity may also submit quarterly/year-to-date consolidated financial results subject to following:

the listed entity shall intimate to the stock exchange, whether or not listed entity opts to additionally submit quarterly/year-to-date consolidated financial results in the first quarter of the financial year and this option shall not be changed during the financial year.

Provided that this option shall also be applicable to listed entity that is required to prepare consolidated financial results for the first time at the end of a financial year in respect of the quarter during the financial year in which the listed entity first acquires the subsidiary.

  in case the listed entity changes its option in any subsequent year, it shall furnish comparable figures for the previous year in accordance with the option exercised for the current financial year.

(c)The quarterly and year-to-date financial results may be either audited or unaudited subject to the following:

(i)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 any practicing Chartered Accountant.

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

(d)The listed entity shall submit  audited standalone financial results for the financial year, within from the end of the financial year along with the audit report and either Form A (for audit report with unmodified opinion) or Form B   for audit report with modified opinion):

Provided that if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report and either Form A (for audit report with unmodified opinion) or Form B  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.

(e)The listed entity shall also submit the audited 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.

(f) 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 the end of the half-year.

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

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.

The listed entity shall , in the results for the last quarter in the financial year, by way of a note, the aggregate effect of material adjustments made in the results of that quarter which pertain to earlier periods.

 The listed entity shall, subsequent to the listing, submit its financial results for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document for the initial public offer, in accordance with the timeline specified in clause (a) or clause (d) of this sub-regulation, as the case may be, or within 21 days from the date of its listing, whichever is later.”

(4)The applicable formats of the financial results and Form A (for audit report with unmodified opinion) & Form B (for audit report with modified
opinion) shall be in the manner as specified by the Board

(5)For the purpose of this regulation, any reference to “quarterly/quarter” in case of listed entity which has listed their specified securities on SME Exchange shall be respectively read as “half yearly/half year” and the requirement of submitting ‘year-to-date’ financial results shall not be applicable for a listed entity which has listed their specified securities on SME Exchange.

   The Form B and the accompanying annual audit report submitted in terms of clause (d) of sub-regulation (3) shall be reviewed by the stock exchange(s)  .

(7)

The statutory auditor of a listed entity shall undertake a  of the audit of all the entities/ companies whose accounts are to be consolidated with the listed entity as per AS 21 in accordance with guidelines issued by the Board on this matter.

SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 09.05.2018

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SEBI Notification dated 14.06.2023 regarding SEBI (LODR) (Second Amendment) Regulations, 2023

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021

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Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) (Amendment)Regulations, 2016 dated 25/05/2016 w.e.f 01.04.2016

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Availability of XBRL based filling for financial results (for Banking and IndAS formats)

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BSE Circular dated 13.07.2023 regarding compliance with SEBI (LODR) Regulations, 2015

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Circular dated 19.03.2020 regarding relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic

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Circular for XBRL based Compliance filings for Listed Companies at NSE vide Circular No. NSE/CML/2018/08 dated 13.04.2018

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Circular on disclosure of reasons for delay in submission of financial results by listed entities dated 19.11.2018

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Circular on procedure and formats for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entity dated 19.07.2019 w.e.f., 30.09.2019

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Circular on procedure and formats for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entity dated 29.03.2019

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Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies

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Informal Guidance on Regulation 33 of SEBI (LODR) Regulation, 2015 in the matter of Shriram Transport Finance Company Limited dated 02.08.2019

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Modification of Circular dated July 18, 2017 on ‘Disclosure of Divergence in the asset classification and provisioning by Banks’ dated 17.07.2019

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NSE Circular dated 15.12.2022 regarding Filing of Equity announcements and Financial Results to be made available on the NEAPS (NSE Electronic Application Processing System) platform.

 

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NSE Circular pertaining to submission of Consolidated Financial Results dated 26.09.2019

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NSE Clarification on Formats for publishing Financial Results dated 22.11.2018

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Relaxation from compliance with certain provisions of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 due to the CoVID-19 pandemic dated 29.04.2021

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SEBI Circular CIR/CFD/CMD/56/2016 dated 27/05/2016

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SEBI Circular CIR/CFD/DIL/115/2016 dated 24/10/2016

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SEBI Circular dated 12.05.2020 on additional relaxation in relation to compliance with certain provisions of SEBI LODR, 2015 – Covid-19 pandemic

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SEBI Circular dated 20.05.2020 regarding advisory on disclosure of material impact of CoVID–19 pandemic on listed entities under SEBI (LODR) Regulations, 2015

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SEBI Circular dated 24.06.2020 regarding Further extension of time for submission of financial results for the quarter/half year/financial year ending 31st March 2020 due to the continuing impact of the CoVID-19 pandemic

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SEBI Circular dated 29.07.2020 regarding extension of time for submission of financial results for the quarter/half year/ financial year ended 30.06.2020

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SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020

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SEBI Master Circular dated 11.07.2023 for Listed Companies

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XBRL based Compliance filings for financial results (Non IndAs- other than Banking)

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LODR – SCHEDULE IV Part A

PART A: DISCLOSURES IN FINANCIAL RESULTS
[See Regulation 33(1)(e)]

The listed entity shall the following while preparing the financial results:-

A. Changes in accounting policies, if any, shall be disclosed in accordance with Accounting Standard 5 or Indian Accounting Standard 8, as applicable, specified in 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.

B. 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 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 make an estimate and the auditor shall review the same and report accordingly; or

ii. If the management is unable to make an estimate, it shall provide the reasons and the auditor shall review the same and report accordingly
The above shall be included in the statement on impact of audit qualifications
(for audit report with modified opinion).

C. 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.

D. 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:
Provided that the tax expense shall be allocated between the said new line of business and other business of the listed entity in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws.

E. 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:

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

ii. the portions thereof which is utilized and that remaining unutilized;

iii. the details of investment made pending utilisation ;

iv. brief description of the project which is pending completion;

v. status of the project and

vi. 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.

F. All items of income and expenditure arising out of transactions of exceptional nature shall be disclosed.

G. Extraordinary items, if applicable, shall be disclosed in accordance with Accounting Standard 5 (AS 5 – Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) or Companies (Accounting Standards) Rules, 2006, whichever is applicable.

H. The listed entity, whose revenues are subject to material seasonal variations, shall disclose 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.

I. The listed entity shall disclose any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management, 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.

J. The listed entity shall disclose the following in respect of dividends paid or recommended for the year, including interim dividends :

i. amount of dividend distributed or proposed for distribution per share; the amounts in respect of different classes of shares shall be distinguished and the nominal values of shares shall also be indicated;

ii. where dividend is paid or proposed to be paid pro-rata for shares allotted during the year, the date of allotment and number of shares allotted, pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed to be paid on pro-rata basis.

K. The listed entity shall disclose the effect on the financial results of material changes in the composition of the listed entity, if any, 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.

L. The listed entity shall ensure that segment reporting is done in accordance with AS-17 or Indian Accounting Standard 108 as applicable, specified in 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.

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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 committee	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.

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