Format for financial results for listed entities which have listed their debt securities and/or non-cumulative redeemable preference shares - SEBI - CIR/IMD/DF1/9 /2015

CIRCULAR CIR/IMD/DF1/9 /2015 November 27, 2015 All Listed Entities All the Recognized Stock Exchanges Dear Sir/Madam, Sub: Format for financial results for listed entities which have listed their debt securities and/or non-cumulative redeemable preference shares 1. In order to enable investors to make well-informed investment decisions, timely, adequate and accurate disclosure of financial results on a periodical basis is critical. At the same time, to ensure comparability, uniformity and parity in disclosures made by listed entities across stock exchanges, is essential. 2. Towards this end, Regulations 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the Listing Regulations, 2015 ), has prescribed various disclosures to be filed under various provisions contained therein, in the formats as may be specified by the Board. 3. Formats: a) The half yearly financial results shall be presented in the format prescribed at Annexure I for companies other than banks and Non-Banking Financial Companies (NBFCs) b) The half yearly financial results shall be presented in the format prescribed at Annexure II for Banks and NBFCs. c) Manufacturing, trading and service companies, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in the most recent annual report or which proposed to follow such classification for the current financial year may furnish the half-yearly financial results in the alternative format given in Annexure III (i.e. alternative format) . However it may be noted that the alternative format can be used only if such format is used consistently from the first half-year of the financial year. d) The limited review report shall be presented in the format prescribed at Annexure IV for companies other than banks and NBFCs e) The limited review report shall be presented in the format prescribed at Annexure V for Banks and NBFCs. f) Annual audited financial results shall be in the format as is applicable to half yearly financial results. 4. Regulation 52(3)(a) prescribes that the listed entity shall submit audit financial results along with and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion). The Listed Entity shall submit form A or form B in formats as prescribed under regulation 33(4) of Listing Regulations. 5. The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entity and also to disseminate the same on its website. This circular shall come into force on December 01, 2015. 6. This circular is issued under regulation 52 read with regulation 101(2) of Listing Regulations, 2015. 7. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and Corp Debt Market Yours faithfully, Richa Goel Agarwal Deputy General Manager [email protected] Annexure I Format for submitting the half yearly financial results by companies other than banks and NBFCs (Rs. In Lacs) Particulars 6 months ended(dd/mm/yyyy) Corresponding 6 months ended in the previous year (dd/mm/yyyy) Year to Date Figurs for Current Period Ended (dd/mm/yyyy) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. (a) Net Sales/Income from Operations (b) Other Operating Income 2. Expenditure (a). Increase/decrease in stock in trade and work in progress (b). Consumption of raw materials (c). Purchase of traded goods (d). Employees cost (e). Depreciation (f). Other expenditure (g). Total (Any item exceeding 10% of the total expenditure to be shown separately) 3. Profit from Operations before Other Income, Interest and Exceptional Items (1 2) 4. Other Income 5. Profit before Interest Exceptional Items (3+4) 6. Interest 7. Exceptional items 8. Profit (+)/ Loss (-) from Ordinary Activities before tax (3) - (4+5+6) 9. Tax expense 10. Net Profit (+)/ Loss (-) from Ordinary Activities after tax (7-8) 11. Extraordinary Items (net of tax expense Rs. _________) 12. Net Profit(+)/ Loss(-) for the period (9-10) 13. Paid-up equity share capital (Face Value of the Share shall be indicated) 14. Paid up Debt Capital 15. Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year 16. Debenture Redemption Reserve 17. Earnings Per Share (EPS) 18. Debt Equity Ratio 19. Debt Service Coverage Ratio 20. Interest Service Coverage Ratio Note: Suggested definition for Coverage Ratios: ISCR = Earnings before Interest and Tax / Interest Expense. DSCR = Earnings before Interest and Tax/ (Interest + Principal Repayment). Formula used for actual computation of the ratios shall be disclosed in the footnotes. Annexure II Format for submitting the half yearly financial results by banks and NBFCs (Rs. In Lacs) Particulars 6 months ended(dd/mm/yyyy) Corresponding 6 months ended in the previous year (dd/mm/yyyy) Year to Date Figurs for Current Period Ended (dd/mm/yyyy) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. Interest earned (a)+(b)+(c)+(d) (a) Interest/disc. on advances/ bills (b) Income on investments (c) Interest on balances with Reserve Bank of India and other interbank funds (d) Others 2. Other Income 3. Total Income (1+2) 4. Interest Expended 5. Operating Expenses (i)+(ii) (i) Employees cost (ii) Other operating expenses (All items exceeding 10% of the total expenditure excluding interest expenditure may be shown separately) 6. Total Expenditure ((4+5) excluding provisions and contingencies 7. Operating Profit before Provisions and Contingencies (3-6) 8. Provisions (other than tax) and Contingencies 9. Exceptional Items 10. Profit (+)/ Loss (-) from Ordinary Activities before tax (7-8-9) 11. Tax expense 12. Net Profit(+)/ Loss(-) from Ordinary Activities after tax (10-11) 13. Extraordinary items (net of tax expense) 14. Net Profit (+)/ Loss ( ) for the period (12-13) 15. Paid-up equity share capital (Face Value of the Share shall be indicated) 16. Reserves excluding Revaluation Reserves (as per balance sheet of previous accounting year) 17. Analytical Ratios (i) Capital Adequacy Ratio (ii) Earnings Per Share (EPS) 18) NPA Ratios a) Gross/Net NPA b) % of Gross/Net NPA c) Return on Assets *strike off whichever is not applicable Notes (as per RBI requirements) 1. Employee cost under Operating expenses to include all forms of consideration given by the bank in Exchange for services rendered by employees. It should also include provisions for post-employment benefits such as gratuity, pension, other retirement benefits, etc. 2. Extraordinary items as defined in Accounting Standard 5 as income or expenses that arise from the ordinary activities of the enterprise and therefore, are not expected to recur frequently or regularly. Annexure III Format for submitting the half yearly financial results by companies other than Banks and NBFCs eligible for alternative format (Rs. In Lacs) Particulars 3 months ended(dd/mm/yyyy) Corresponding 3 months ended in the previous year (dd/mm/yyyy) Year to Date Figurs for Current Period Ended (dd/mm/yyyy) Year to Date Figurs for previous Period Ended (dd/mm/yyyy) Previous accounting year ended (dd/mm/yyyy) Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* Audited/ Unaudited* 1. Net Income from Sales and Services 2. Cost of sales/services (a) Increase/decrease in stock in trade and work in progress (b) Consumption of raw materials (c) Purchase of traded goods (d) Other expenditure 3 Gross Profit (1-2) 4 General Administrative Expenses 5 Selling and Distribution Expenses 6. Depreciation 7 Operating Profit before interest (3) (4+5+6) 8 Interest 9 Exceptional Items 10 Operating Profit after interest and Exceptional Items (7-8-9) 11 Other Income 12 Profit (+)/Loss (-) from Ordinary Activities before tax (10-11) 13 Tax Expenses 14 Net Profit (+)/ Loss (-) from Ordinary Activities after tax (12-13) 15 Extraordinary items (net of tax expense) 16 Profit (+)/Loss(-) for the period(14-15) 17. Paid-up equity share capital (Face Value of the Share shall be indicated) 18. Paid up Debt Capital 19. Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year 20. Debenture Redemption Reserve 21. Earnings Per Share (EPS) 22. Debt Equity Ratio 23. Debt Service Coverage Ratio 24. Interest Service Coverage Ratio *Strike of whichever is not applicable Notes: (1) Total expenditure incurred on (1) Employee Cost or (2) Any item of expenditure which exceeds 10% of the total expenditure, shall be given as a note. (2) Suggested definition for Coverage Ratios: ISCR = Earnings before Interest and Tax / Interest Expense. DSCR = Earnings before Interest and Tax/ (Interest + Principal Repayment). Formula used for actual computation of the ratios shall be disclosed in the footnotes. Annexure IV Format for the limited review report for companies other than banks and NBFCs Review Report to . We have reviewed the accompanying statement of unaudited financial results of _________(Name of the Company) for the period ended ______. This statement is the responsibility of the Company s management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 52 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement. For XYZ Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) 1 (Membership Number) Place of signature Date __________ 1 Partner or proprietor, as the case may be. Annexure V Format for the limited review report for Banks and NBFCs Review Report to . We have reviewed the accompanying statement of unaudited financial results of ___________(Name of the Company) for the period ended ____. This statement is the responsibility of the Company s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. In the conduct of our Review we have relied on the review reports in respect of non-performing assets received from concurrent auditors of _________ branches, inspection teams of the bank of _______ branches and other firms of auditors of _________ branches specifically appointed for this purpose. These review reports cover ______ per cent of the advances portfolio of the bank. Apart from these review reports, in the conduct of our review, we have also relied upon various returns received from the branches of the bank. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 52 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by the Reserve Bank of India in respect of income recognition, asset classification, provisioning and other related matters. For XYZ Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) 1 (Membership Number) Place of signature Date _________ 1 Partner or proprietor, as the case may be.