Amendment to the Listing Agreement - SEBI - SMDRP/Policy/Cir- 47 /01

SECURITIES AND EXCHANGE BOARD OF INDIA SECONDARY MARKET DEPARTMENT Mittal Court, B Wing, First Floor, 224, Nariman Point, Mumbai 400 021 SMDRP/Policy/Cir- 47 /01 October 04, 2001 To, The Executive Director/President/Managing Director of all the Stock Exchanges Dear Sir/Madam, SUB : Amendment to the Listing Agreement The Accounting Standards Committee of SEBI has recommended certain amendments in the Clause 41 of the Listing Agreement. It has been decided to implement the following recommendations of the Committee: 1. Amendment to Clause 41 of the Listing Agreement - Quarterly un-audited financial results: A. Alternative format for un-audited financial results: The manufacturing and trading/service companies which have followed functional (secondary) classification of expenditure in the annual profit and loss account in their most recent annual report may furnish un-audited financial results on a quarterly basis in the alternative format enclosed at Annexure I. B. Qualifications in Audit Reports: Companies shall be required to disclose the audit qualifications along with the audited financial results published under Clause 41 of the Listing Agreement in addition to the explanatory statement as to how audit qualifications in respect of the audited accounts of the previous accounting year have been addressed in the financial results. The Exchanges are advised to incorporate the above amendments in the Clause 41 of the listing agreement immediately and also confirm the compliance. 2. Clarification regarding Segment Reporting : The Accounting Standard- 17 on Segment Reporting issued by The Institute of Chartered Accountants of India (ICAI) is mandatory with effect from April 01, 2001 and clarification has been sought whether companies, whose accounting year has commenced before April 01, 2001 and to whom the Standard is not applicable for the current year, are required to disclose segmental information in respect of the previous quarters along with the un-audited financial results for the quarters ending on or after September 30, 2001. It is clarified that:: 1. in respect of all the companies including companies whose accounting year has commenced before April 01, 2001, segment information prescribed under Clause 41 shall be given for the quarters ending on or after September 30, 2001. 2. in respect of companies whose accounting year has commenced on or after April 01, 2001, cumulative segment information (i.e. year to date figures) for the current year in addition to the segment information for the current quarter shall be given beginning with the quarter ended September 30, 2001. 3. in respect of companies whose accounting year has commenced before April 01, 2001, cumulative segment information shall be given for the period commencing from July 01, 2001 (i.e. from July 01, 2001 to the end of the current quarter) in addition to the segment information for the current quarter. The Exchanges are advised to take note of the above clarifications regarding disclosure of segment information prescribed under Clause 41 of the Listing Agreement and ensure compliance by companies. Yours faithfully, S RAVINDRAN General Manager Secondary Market Department Encl : as above Annexure I Alternative format of unaudited financial results for manufacturing and trading/service companies, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in their most recent annual report Unaudited financial results for the three months ended.................. (Rs. in lakhs) S. No. (1) (2) (3) (4) (5) 3 Months ended Corresponding 3 months in the previous year Year to date figures for current period Year to date figures for the previous year Previous accounting year 1. Net income from Sales/Services 2. Cost of Sales/Services a. Increase/decre-ase in stock in trade b. Consumption of raw materials c. Other expenditure 3. Gross profit 4. General Administrative Expenses 5. Selling and Distribution Expenses 6. Operating Profit before interest and depreciation 7. Interest 8. Depreciation 9. Operating Profit after interest and depreciation 10. Other Income 11. Profit (+)/Loss(-) before tax 12. Provision for taxation 13. Net Profit (+)/Loss (-) 14. Paid-up equity share capital 15. Reserves excluding revaluation reserves (as per balance sheet) of previous accounting year to be given in column (5) 16. Basic and diluted EPS for the period, for the year to date and for the previous year (not to be annualised) 17. Aggregate of non-promoters share-holding* (applicable for half yearly results) Number of shares Percentage of shareholding *non-promoter shareholding as classified under category B in the shareholding pattern in clause 35 of the listing agreement. Notes : a. Indicate by way of note total expenditure incurred on i. Staff Cost ii. Any item of expenditure which exceeds 10% of the total expenditure. This information shall be given in respect of all the periods included at the above statement. a. Any event or transaction that is material to an understanding of the results for the quarter including completion of expansion and diversification programes, strikes, lock-outs, change in management, change in capital structure etc., shall be disclosed. Similar material event or transactions subsequent to the end of the quarter, the effect whereof is not reflected in the results for the quarter shall also be disclosed. b. All material non-recurring/abnormal income/gain and expenditure/loss and effect of all changes in accounting practices affecting the profits materially must be disclosed separately. c. In case of companies whose revenues are subject to material seasonal variations, they shall disclose the seasonal nature of their activities and may also supplement their unaudited financial results with information for 12 month periods ended at the interim date (last day of the quarter) for the current and preceding years on a rolling basis. d. Company shall give the following information in respect of dividend paid or recommended for the year including interim dividends declared : i. Amount of Dividend distributed or proposed distinguishing between different classes of shares and Dividend per share also indicating nominal value per share. ii. Where Dividend is paid or proposed pro rata for shares allotted during the year, the date of allotment, number of shares allotted pro rata amount of dividend per share and the aggregate amount of dividend paid or proposed on pro rata basis. a. The effect of changes in composition of the company during the quarter, including business combinations, acquisitions or disposal of subsidiaries and long-term investments, restructuring and discontinuing operations shall be disclosed. b. If there is any qualification by the Auditors, in respect of the Audited Accounts of the previous accounting year which has a material impact on the profit disclosed in such accounts, then the company shall disclose the same along with the unaudited quarterly results and give explanation as to how such qualifications has been addressed in the unaudited financial results. c. If the company is yet to commence commercial production, then instead of the quarterly results, the company should give particulars of the status of the project, its implementation and the expected date of commissioning of the project. d. The unaudited results sent to Stock Exchange/s and published in newspapers should be based on the same set of accounting policies as those followed in the previous year. In case, there are changes in the accounting policies, the results of previous year will be recast as per the present accounting policies, to make it comparable with current year results. e. If the period of the Financial Year is more than 12 months and not exceeding 15 months there will be 5 Quarters and is more than 15 months but not exceeding 18 months there will be 6 Quarters and the financial results will be intimated to the Exchange and published in the News-papers accordingly. Half yearly results which are required to be subjected to the Limited Review by the Auditors shall be prepared for the first two quarters where the Financial Year does not exceed 15 months and for the first two quarters and also separately for the third and fourth quarters where the Financial Year exceeds 15 months.