Regulation 33 - Financial results - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Financial results. 33. (1) While preparing financial results, the listed entity 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 thereunder 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 submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself 17 [ /herself ] 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 Part A of Schedule IV. (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 submit the financial results in the following manner: (a) The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days 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 1 [shall] also submit quarterly/year-to-date consolidated financial results 2 [.] 3 [***] (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 [annual] 4 audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report and [Statement on Impact of Audit Qualifications (applicable only] 5 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 [Statement on Impact of Audit Qualifications (applicable only] 6 for audit report with modified opinion)[: ] 7 [Provided further that, 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.] 8 (e) The listed entity shall also submit the audited 9 [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. (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. 10 [(g) 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. (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 listed entity shall disclose, 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.] 19 [ (j) 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 [Statement on Impact of Audit Qualifications (for audit report with modified opinion)] 11 shall be in the manner as specified by the Board [***] 12 . (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. (6) 18 [ **** ] (7) [***] 15 16 [(8) 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 AS 21 in accordance with guidelines issued by the Board on this matter.] ************ NOTES:- 1 Substituted for the word may by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Substituted ibid for the words subject to following: 3 Sub-clauses (i) and (ii) omitted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. Prior to the omission, the said sub-clauses read as follows: (i) 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. (ii) 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. 4 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 5 Substituted for either Form A (for audit report with unmodified opinion) or Form B ( by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 6 Substituted for either Form A (for audit report with unmodified opinion) or Form B ( by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 7 Substituted for the symbol . by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 8 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 9 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 10 Inserted ibid. 11 Substituted for Form A (for audit report with unmodified opinion) Form B (for audit report with modified opinion) by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 12 The words from time to time omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 13 Substituted for Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016 14 The words and Qualified Audit Report Review Committee in manner as specified in Schedule VIII omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. 15 Omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 , w.e.f. 01.04.2016. Prior to omission, sub regulation (7) read as follows: (7) The listed entity shall on the direction issued by the Board, carry out the necessary steps, for rectification of modified opinion and/or submission of revised pro-forma financial results, in the manner specified in Schedule VIII. 16 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 17. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 18. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, (6) The [Statement on Impact of Audit Qualifications (for audit report with modified opinion)] 13 and the accompanying annual audit report submitted in terms of clause (d) of sub-regulation (3) shall be reviewed by the stock exchange(s) [***] 14 . 19. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) (Provided further that the amendment in regulation 3, sub-regulation X of these amendment regulations shall be applicable to the issuers whose public issues open on or after these regulations come into effect.)