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Publishing Quarterly/Half Yearly/Annual Results by Listed Companies

SEBI Listing Regulations consolidated and streamlined the provisions of Listing Agreements for different segments of capital market. Provisions are aligned with those of Co Act 2013, wherever necessary. A shortened version of listing agreement is prescribed. Regulation 33 deals with the provisions relating to financial results of a Listed Entity which has listed its Specified Securities [‘equity shares’ and ‘convertible securities’36] - summarised below:

Preparation of FS
  • On the basis of accrual accounting policy
  • In accordance with uniform accounting practices adopted for all the periods

Preparation of quarterly and year to date results
  • In accordance with the recognition and measurement principles laid down in AS 25/ Ind AS 34 – Interim Financial Reporting), as applicable

Standalone and consolidated FS
  • As per Indian GAAP

Additionally, FS as per IFRS notified by IASB may also be submitted

Limited Review / Audit report
  • LRR / audit report submitted to SEs on quarterly/annual basis to be given only by an auditor subject to peer review process of ICAI and holding a valid certificate issued by the Peer Review Board of ICAI

Disclosures
  • As specified in Part A of Schedule IV

Approval and authentication of FS
  • Quarterly financial results → to be approved by BoD
    • CEO and CFO certification: FS 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
  • FS (including Annual Audited FS) to be signed by:
    • Chairperson / MD / WTD, or
    • In absence of all of them any other director authorised by BoD
  • LRR to be placed before BoD at its meeting which approves FS, before submitting it to SE(s)

Submission of FS to SE(s)
  • Quarterly & year-to-date stand alone results (except for last quarter) → submit within 45 days of the end of each quarter
  • If listed entity has subsidiaries →è may also submit consolidated financial results, if
    • Listed entity intimates SE(s) in the 1st quarter of FY → whether it opts to additionally submit consolidated financial results
    • Option cannot be changed during FY
    • If option changed in subsequent FY → furnish comparable figures for PY in accordance with the option exercised for the current FY

— If opted to submit audited financial results →accompanied by audit report

— If opted to submit unaudited financial results →subject to limited review by statutory auditor (by practicing CA in case of PSU) & accompanied by LRR
 
  • Submit audited financial results in respect of the last quarter along with the results for the entire FY, with a note:
    • The figures of last quarter → audited figures in respect of the full FY, less, the published year-to-date figures up to the third quarter of the current FY.
  • Standalone or consolidated results for the ½ year → a statement of assets and liabilities as at the end of the ½ year to be attached as a note.
  • (Annual) Audited standalone financial results for FY + annual audited consolidated financial results if it has subsidiaries → submit within 60 days from the end of FY along with audit report, and
    • For audit report with unmodified opinion → Declaration to that effect; OR
    • For audit report with modified opinion → Statement on Impact of Audit Qualifications

Specified securities listed on SME exchange
  • ½ yearly financial results to be prepared, authenticated and submitted instead of quarterly statement
  • Not required to submit ‘year-to-date’ financial results

Modified opinion
  • Statement on Impact of Audit Qualifications for audit report with modified opinion and accompanying annual audit report → to be reviewed by SE(s)

Annual Report

— Containing:

  • Audited FS i.e. balance sheets, profit and loss accounts etc. and Statement on Impact of Audit Qualifications,if applicable;
  • CFS audited by its statutory auditors;
  • Cash flow statement presented only under the indirect method;
  • Directors report;
  • MDA report - either as a part of directors report or addition thereto;
  • For the top 500 listed entities based on market capitalisation (calculated as on March 31 of every financial year), →business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format
  • listed entities other than top 500, and having listed specified securities on SME exchange è may voluntarily include business responsibility report
  • Other disclosures under the Co Act 2013

— To be submitted to SE(s) within 21 working days of it being approved and adopted on AGM as per the provisions of Co Act 2013

Advertisements in Newspapers

— Publish in the newspapers simultaneously with the submission of the same to SE(s)

  • Notice of BM where financial results shall be discussed
  • Financial results along with the modified opinion(s) or reservation(s), if any, expressed by the auditor
  • If the listed entity has submitted both standalone and consolidated financial results,
    • Publish consolidated financial results
    • Alongwith (1) Turnover, (2) Profit before tax and (3) Profit after tax, on a stand-alone basis, as a foot note; and
    • A reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed entity are available
  • Statements of deviation(s) or variation(s) on quarterly basis, after review by AC and its explanation in directors report in annual report
  • Notices given to shareholders by advertisement
  • (Give a reference to) link of the website of listed entity and SE(s), where further details are available

in at least 1 English language national daily newspaper circulating in the whole or substantially the whole of India + in 1 daily newspaper published in the language of the region, where the registered office of the listed entity is situated

Non-applicability to: listed entities which have listed their specified securities on SME Exchange

 

36 Reg.2(k) of ICDR:- “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares;]

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