Section 129 of The Companies Act, 2013

Financial Results.

The listed entity shall prepare and submit un-audited or audited quarterly and year to date standalone financial results on a quarterly basis in the format as specified by the Board within  from the end of the quarter, other than last quarter, to the recognized stock exchange(s):

for the last quarter of the financial year, the listed entity shall submit un-audited or audited quarterly and year to date standalone financial results within sixty days from the end of the quarter to the recognised stock exchange(s).

Provided that in case of entities which have listed their debt securities, a copy of the financial results submitted to stock exchanges shall also be provided to Debenture Trustees on the same day 

(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 from the end of the half year to the

 in case of entities which have listed their equity shares and debt securities, a copy of the financial results submitted to stock exchanges shall be provided to Debenture Trustees on the same day the information is submitted to stock exchanges.

The listed entity shall comply with following requirements with respect to preparation, approval, authentication and publication of annual and half-yearly financial results:

 Un-audited financial results on quarterly basis shall be accompanied by limited review report prepared by the statutory auditors of the listed entity, in the format as specified by the Board:

Provided that incase of issuers whose accounts are audited by the Comptroller and Auditor General of India, the report shall be provided by any practising Chartered Accountant.

(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 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.

(c) The audited results for the year shall be in the same format as is applicable for   half-yearly financial results.

The annual audited standalone and consolidated financial results for the year shall be submitted to the stock exchange(s) within sixty days from the end of the financial year along with the audit report:

issuers, which are required to be audited by the Comptroller and Auditor General of India under applicable law, shall submit:

(i) un-audited financial results along with the limited review report issued by the
Comptroller and Auditor General of India or an auditor appointed by the Comptroller and Auditor General of India or a Practising Chartered Accountant, to the stock exchange(s), within sixty days from the end of the financial year; and

(ii) the financial results, audited by the Comptroller and Auditor General of India, to the stock exchange(s), within nine months from the end of the financial year

Provided that issuers, who are being audited by the Comptroller and Auditor General of India, shall adopt the following two step process for disclosure of the annual audited financial results:

(i) The first level audit shall be carried out by the auditor appointed by the Comptroller and Auditor General of India, who shall audit the financials of the listed entity and such financial results shall be submitted to the Stock Exchange(s) within sixty days from the end of the financial year.

(ii) After the completion of audit by the Comptroller and Auditor General of India, the financial results shall be submitted to the Stock Exchange(s) within nine months from the end of the financial year.

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.

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.

 

The listed entity shall submit a statement of assets and liabilities and statement of cash flows as at the end of every half year, by way of a note, along with the financial results.

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

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

The Form Band the accompanying annual audit report submitted in terms of clause (a) shall be reviewed by the stock exchange(s) .

(c)

(d) The applicable formats of Form A and Form B   shall be   specified by the Board

The listed entity, while submitting quarterly and annual financial results, shall disclose the following line items along with the financial results:

(a) debt-equity ratio;

(b) debt service coverage ratio;

(c) interest service coverage ratio;

outstanding redeemable preference shares (quantity and value);

(e) capital redemption reserve/debenture redemption reserve;

(f) net worth;

(g) net profit after tax;

(h) earnings per share:

(i) current ratio;

(j) long term debt to working capital;

(k) bad debts to Account receivable ratio;

(l) current liability ratio;

(m) total debts to total assets;

(n) debtors’ turnover;

(o) inventory turnover;

(p) operating margin percent;

(q) net profit margin percent:

Provided that if the information mentioned in sub-regulation (4) above is not applicable to the listed entity, it shall disclose such other ratio/equivalent financial information, as may be required to be maintained under applicable laws, if any.

(4)  The listed entity, while submitting half yearly / annual financial results, the following line items along with the financial results:

  credit rating and change in credit rating (if any);

asset cover available, in case of non convertible debt securities;

(c)   debt-equity ratio;

   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,

   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:

 current ratio;

(n) long term debt to working capital;

(o) bad debts to Account receivable ratio;

(p) current liability ratio;

(q) total debts to total assets;

(r) debtors turnover;

(s) inventory turnover;

(t) operating margin (%);

(u) net profit margin (%);

(v) sector specific equivalent ratios, as applicable

Provided that the requirement of disclosures of debt service coverage ratio,   and interest service coverage ratio shall not be applicable for banks or non banking financial companies registered with the Reserve Bank of India.

  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.

The listed entity shall, from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents.

(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 as notes to financials:

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.

 The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement indicating the utilisation of the issue proceeds of nonconvertible securities, in such format as may be specified by the Board, till such proceeds of issue have been fully utilised or the purpose for which the proceeds were raised has been achieved.

The listed entity shall within forty-five days from the end of every quarter submit to the stock exchange, a statement indicating the utilization of issue proceeds of non-convertible securities, which shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.

(7)  The listed entity shall submit to the stock exchange on a along with the half yearly financial results, , 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.

The listed entity shall submit to the stock exchange(s), along with the quarterly financial results, a statement disclosing material deviation(s) (if any) in the use of issue proceeds of non-convertible securities from the objects of the issue, in such format as may be specified by the Board, till such proceeds have been fully utilised or the purpose for which the proceeds were raised has been achieved.

In case of any material deviation in the use of proceeds as compared to the objects of the issue, the same shall be indicated in the format as specified by the Board.

The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors,  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:

 

if the listed entity has submitted both standalone and consolidated financial results, to the stock exchange(s), it shall publish consolidated financial results along with the line items referred to in sub-regulation (4), in the newspaper.

 listed entities may publish only a window advertisement in the newspapers that refers to a Quick Response Code and the link of the website of the listed entity and stock exchange(s), where such financial results are available and capable of being accessed by the investors subject to the following conditions:

i. For non-convertible securities outstanding as on the date of notification of this proviso, the listed entity has obtained the prior approval from the debenture trustee;
ii. In case of any issuances after the date of notification of this proviso, the listed entity shall either make a disclosure in the offer document regarding the window advertisement in the newspapers or obtain prior approval from the debenture trustee.

SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021 dated 07.09.2021

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SEBI Notification dated 14.11.2022 regarding SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022.

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Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2021 dated 13.08.2021

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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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The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019 dated 07.05.2019

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The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2024 dated 08.07.2024

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BSE Circular dated 16.12.2022 regarding updated SEBI Operational circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper.

 

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BSE Circular dated 30.06.2023 regarding Master Circular – Listing Compliance

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Circular dated 23.03.2020 regarding relaxation from compliance with certain provisions of the LODR and certain SEBI Circulars due to the CoVID -19 virus pandemic – continuation to circular dated 19.03.2020

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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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NSE Circular dated 20.04.2020 regarding XBRL based filing for Debt Listed Companies at NSE

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NSE Circular dated 30.06.2023 regarding Master Circular for Listed Entities

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Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper.

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Relaxation from compliance with certain provisions of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 / other applicable circulars 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 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 13.11.2020 regarding Non-compliance with provisions related to continuous disclosures

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SEBI Circular dated 17.04.2020 related to additional relaxations / clarifications in relation to compliance with certain provisions of the LODR, 2015 due to the COVID – 19 pandemic

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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 29.12.2021 regarding non-compliance with provisions related to continuous disclosures

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SEBI Circular-Revised Formats for filing Financial information for issuers of non-convertible securities dated 05.10.2021

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SEBI Circular-Revised Formats for Limited Review/ Audit Report for issuers of non-convertible securities dated 14.10.2021

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SEBI Master Circular dated 30.06.2023 regarding listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

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Statement indicating Deviation or Variation in the use of proceeds of issue of listed non-convertible debt securities or listed nonconvertible redeemable preference shares (NCRPs) date 17 Jan 2020

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Updated SEBI Operational Circular dated 01.12.2022

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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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