Amendments to the Equity Listing Agreement – Formats for Disclosure of Financial Results - SEBI - CIR/CFD/DIL/4/2012

CIRCULAR CIR/CFD/DIL/4/2012 April 16, 2012 To All Stock Exchanges Dear Sir/Madam, Sub: Amendments to the Equity Listing Agreement Formats for Disclosure of Financial Results 1. Ministry of Corporate Affairs vide Notification dated February 28, 2011 has revised the format for disclosure of Balance Sheet under Schedule VI of the Companies Act, 1956. 2. Pursuant to the same, it has been decided to carry out consequential amendments to Clause 41 of the Listing Agreement regarding interim disclosure of financial results by listed entities to the stock exchanges, which has been drawn from the format under Schedule VI of the Companies Act, 1956. Accordingly, the format for the said disclosure has been given in Annexure. 3. The above shall be applicable for financial year ended on March 31, 2012 for all filings made after the date of this circular. 4. The above listing conditions are specified in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. The said listing conditions should form part of the existing Listing Agreement of the stock exchange. 5. All stock exchanges are advised to ensure compliance with this circular and carry out the amendments in their Listing Agreement as per the Annexure to this circular. 6. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and Issues and Listing . Yours faithfully, Sunil Kadam General Manager +91-22-26449630 [email protected] Enclosures: Annexure-1: Amendments Annexure-1 Amendment to the Listing Agreement 1. Annexure-I of Clause 41 shall be substituted with the following, viz., Format for submission of Unaudited / Audited financial results by companies other than Banks PART I (Rs. in Lakhs) Statement of Standalone / Consolidated Unaudited / Audited Results for the Quarter and _____ Months Ended dd/mm/yyyy OR for the Year Ended dd/mm/yyyy Particulars 3 months ended (dd/mm/yyyy) Preceding 3 months ended (dd/mm/yyyy) Corresponding 3 months ended (dd/mm/yyyy) in the previous year Year to date figures for current period ended (dd/mm/yyyy) Year to date figures for the previous year ended (dd/mm/yyyy) Previous year ended (dd/mm/yyyy) (Refer Notes Below) (Unaudited) / (Audited) (Unaudited) / (Audited) (Unaudited) / (Audited) (Unaudited) / (Audited) (Unaudited) / (Audited) (Audited) 1 Income from operations (a) Net sales/income from operations (Net of excise duty) (b) Other operating income Total income from operations (net) 2 Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods, work-in-progress and stock-in-trade (d) Employee benefits expense (e) Depreciation and amortisation expense (f) Other expenses(Any item exceeding 10% of the total expenses relating to continuing operations to be shown separately) Total expenses 3 Profit / (Loss) from operations before other income, finance costs and exceptional items (1-2) 4 Other income 5 Profit / (Loss) from ordinary activities before finance costs and exceptional items (3 + 4) 6 Finance costs 7 Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5 + 6) 8 Exceptional items 9 Profit / (Loss) from ordinary activities before tax (7 + 8) 10 Tax expense 11 Net Profit / (Loss) from ordinary activities after tax (9 + 10) 12 Extraordinary items (net of tax expense Rs.____Lakhs) 13 Net Profit / (Loss) for the period (11 + 12) 14 Share of profit / (loss) of associates* 15 Minority interest * 16 Net Profit / (Loss) after taxes, minority interest and share of profit / (loss) of associates (13 + 14 + 15) * 17 Paid-up equity share capital (Face Value of the Share shall be indicated) 18 Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 19.i Earnings per share (before extraordinary items) (of Rs. ___/- each) (not annualised): (a) Basic (b) Diluted 19.ii Earnings per share (after extraordinary items) (of Rs. ___/- each) (not annualised): (a) Basic (b) Diluted See accompanying note to the financial results * Applicable in the case of consolidated results. Note: The classification / disclosure of items in the financial results shall be in accordance with the Revised Schedule VI of the Companies Act, 1956. Further to the above, profit/loss from discontinuing operations, if any, included in the above shall be disclosed with details thereof. PART II Select Information for the Quarter and _____ Months Ended dd/mm/yyyy Particulars 3 months ended (dd/mm/yyyy) Preceding 3 months ended (dd/mm/yyyy) Corresponding 3 months ended (dd/mm/yyyy) in the previous year Year to date figures for current period ended (dd/mm/yyyy) Year to date figures for the previous year ended (dd/mm/yyyy) Previous year ended (dd/mm/yyyy) PARTICULARS OF SHAREHOLDING 1 Public shareholding - Number of shares - Percentage of shareholding 2 Promoters and Promoter Group Shareholding ** a) Pledged / Encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares (as a % of the total share capital of the company) b) Non - encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of the Promoter and Promoter group) - Percentage of shares (as a % of the total share capital of the company) INVESTOR COMPLAINTS Pending at the beginning of the quarter Received during the quarter Disposed of during the quarter Remaining unresolved at the end of the quarter 2. Annexure-IX of Clause 41 shall be substituted with the following, viz., Clause 41 of the Listing Agreement For Companies (Other than Banks) Standalone / Consolidated Statement of Assets and Liabilities As at (current half year end /year end) (dd/mm/yyyy) As at (previous year end)(dd/mm/yyyy) Particulars A EQUITY AND LIABILITIES 1 Shareholders funds (a) Share capital (b) Reserves and surplus (c) Money received against share warrants Sub-total - Shareholders' funds 2 Share application money pending allotment 3 Minority interest * 4 Non-current liabilities (a) Long-term borrowings (b) Deferred tax liabilities (net) (c) Other long-term liabilities (d) Long-term provisions Sub-total - Non-current liabilities 5 Current liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions Sub-total - Current liabilities TOTAL - EQUITY AND LIABILITIES B ASSETS 1 Non-current assets (a) Fixed assets (b) Goodwill on consolidation * (c) Non-current investments (d) Deferred tax assets (net) (e) Long-term loans and advances (f) Other non-current assets Sub-total - Non-current assets 2 Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short-term loans and advances (f) Other current assets Sub-total - Current assets TOTAL - ASSETS * Applicable in the case of consolidated statement of assets and liabilities. ********