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Listing Conditions-Amendments to the Equity Listing Agreement

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..... e given to various items in the process of amalgamation/merger/reconstruction etc. If this accounting treatment is not in accordance with the accounting standards specified under section 211(3C) of the Companies Act, 1956, the resultant financial statements of the entity concerned will not be in conformity with the accounting standards. (ii) In view of the above, it has been decided that while submitting the scheme of amalgamation / merger / reconstruction, etc. (schemes) to the stock exchanges under clause 24(f) of the Equity Listing Agreement, the listed entities shall also submit to the concerned stock exchange, an auditors certificate to the effect that the accounting treatment contained in such schemes is in compliance with all the applicable Accounting Standards. (b) Timelines for submission and publication of financial results by listed entities- Amendment to clause 41(I)(c),(d)(e) and 41(VI)(b) (i) With a view to streamline the submission of financial results by listed entities by making it uniform and to reduce the timeline for submission of the same to the stock exchanges, it has been decided that listed entities shal .....

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..... basis. Firms of chartered accountants (proprietary as well as partnership) and members of the Institute practising individually are required to undergo the peer review process. (ii) It has been decided that in respect of all listed entities, limited review/statutory audit reports submitted to the concerned stock exchanges shall be given only by those auditors who have subjected themselves to the peer review process of ICAI and who hold a valid certificate issued by the Peer Review Board of the said Institute. (e) Interim disclosure of Balance Sheet items by listed entities- Insertion of clause 41(V) (h) and Annexure IX (i) Presently, shareholders have access to the statement of assets and liabilities of the listed entity and its solvency position only on an annual basis. In the wake of the recent global financial crisis, the issue of solvency has come to the forefront from the shareholders perspective. (ii) With a view to have more frequent disclosure of the asset-liability position of entities, it has been decided that listed entities shall disclose within forty-five days from the end of the half-year, as a not .....

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..... provisions of para 2 (d) above shall be applicable to all financial statements submitted by listed entities to the stock exchanges after appointment of auditors for accounting periods commencing on or after April 01, 2010. 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] Encl: as above Annexure Amendments to Listing Agreement 1. In clause 24 of the Equity Listing Agreement, after sub-clause (h), the following sub-clause shall be inserted,- (i) The company agrees that, while filing for approval any draft Scheme of amalgamation / merger / reconstruction, etc. with the stock exchange under sub-clause (f), it shall also file an auditors certificate to the effect that the accounting treatment contained in the scheme is in compliance with .....

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..... (h)The company shall ensure that the limited review/audit reports submitted to the stock exchanges on a quarterly/annual basis shall be given only by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI. (ii) in sub-clause (V), after item (g), the following item shall be inserted, namely:- (h) Disclosure of Balance Sheet items as per items (ea) shall be in the format specified in Annexure IX drawn from Schedule VI of the Companies Act, or its equivalent formats in other statutes, as applicable. (iii) in sub- clause (VI), in item (b), for the words only consolidated financial results , the words consolidated financial results alongwith the following items on a stand-alone basis, as a foot note:- (a)Turnover (b)Profit before tax (c)Profit after tax , shall be substituted; (iv) in sub-clause (VI) item (b), after para (iii), the following sub-para (iv) shall be inserted, namely:- (iv) Companies that are required to prepare consolidated financial resu .....

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..... (a) Inventories (b) Sundry Debtors (c) Cash and Bank balances (d) Other current assets (e) Loans and Advances Less: Current Liabilities and Provisions (a) Liabilities (b) Provisions MISCELLANEOUS EXPENDITURE (NOT WRITTEN OFF OR ADJUSTED) PROFIT AND LOSS ACCOUNT TOTAL 3. In clause 49, sub-clause II, para D, after item 12, the following shall be inserted:- 12A. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience background, etc. of the candidate. - Circular - Trade Notice - Public Notice - Instructions - Office orders Tax Management India - taxmanagementindia - taxmanagement - taxmanagementindia.co .....

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