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TMI BlogAmendments to Equity Listing AgreementX X X X Extracts X X X X X X X X Extracts X X X X ..... reduction in timelines would reduce the market risk faced by an issuer and ensure faster turnaround of money for investors. There are also certain amendments to bring homogeneity in the number of days for notice period and for record date in case of rights issue. (ii) Clause 24: Fairness Opinion of independent merchant banker In order to safeguard the interest of shareholders, the listed company as well as the unlisted company which are getting merged shall each be required to appoint an independent merchant banker for giving a fairness opinion on the valuation done by valuers. Further, the Fairness opinion of the merchant bankers shall be made available to the shareholders at the time of approving the resolution under Clause 24. (iii) Clause 41: Submission Publication of Financial Results : In order to bring more efficiency in the disclosures of financial results, it has been decided to modify Clause 41 of the listing agreement. The major modifications are as follows: a. Time limit for submission of financial results to stock exchanges: A listed entity in addition to submitting quarterly and year to date standalone financial results within one month ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so, towards the end, the words excluding issue of right shares , shall be inserted. 2. In clause 19, after sub-clause (a), the following proviso shall be inserted namely:- Provided that in case of rights issue, Company agrees to give prior intimation to the exchange about the Board Meeting at which proposal for issue of shares on rights basis to the existing shareholders is due to be considered atleast 2 days in advance. 3. In clause 24, towards the end of sub clause (h), the following words shall be inserted namely :- , and the fairness opinion obtained from an independent merchant bankers on valuation of assets / shares done by the valuer for the company and unlisted company 4. In Clause 41, (i) in sub-clause (I), for item (d), the following shall be substituted, namely:- (i) In case the company opts to submit un-audited financial results for the last quarter, it shall also submit audited financial results for the entire financial year, as soon as they are approved by the Board. Such un-audited financial results for the last quarter shall also be subjected to limited review by the statutory auditors of the company (or in case of public ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Accounting Standards) Rules, 2006 shall be substituted. (viii) in sub-clause (VI), item (b) shall be substituted as follows:- Where the company has submitted consolidated financial results in addition to standalone financial results under sub-clause (I) (e), it shall publish only consolidated financial results in the newspapers, subject to the following: (i) It shall intimate the stock exchange in the first quarter of the financial year or within such extended period as may be specified by SEBI in this regard and shall not change the same during the financial year; (ii) In case the company 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 year. (iii) It shall give a reference in the newspaper publication, to the places, such as the company s website and stock exchanges websites, where the standalone results of the company are available . (ix) Annexure I shall be substituted with the following, namely:- ANNEXURE I TO CLAUSE 41 Format for submitting the quarterly financial results by companies other than banks. (Rs. in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11. Net Profit (+)/Loss(-) from Ordinary Activities after tax (9-10) 12. Extraordinary Item (net of tax expense Rs .) 13. Net Profit (_)/Loss(-) for the period (11-12) 14. Paid-up equity share capital (Face Value of the Share shall be indicated) 15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 16. Earnings Per Share (EPS) (a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year (not to be annualized) (b) Basic and diluted EPS after Extraordinary items for the period, for the yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... For XYZ Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) (Membership Number) Place of signature Date (xiii) Annexure VI shall be substituted with the following, namely:- Annexure VI to Clause 41 Format for the Limited Review Report (for Banks) 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/committee of 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 procedure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e financial results have been prepared on the basis of the interim financial statements, which are the responsibility of the company s management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956 or by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956 or by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of _______ (number) subsidiaries included in the consolidated quarterly financial results and consolidated year to date results, whose consolidated interim financial statements reflect total assets of Rs. as at .(year to date) and as at the quarter ended ..(date of quarter end); as well as the total revenue of Rs. as at . .. (year to date) a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant to the requirement of clause 41 of the Listing Agreement. These quarterly financial results as well as the year to date financial results have been prepared from interim financial statements, which are the responsibility of the bank s management. Our responsibility is to express an opinion on these financial results based on our audit of such interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956 or by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting princ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iod . to , attached herewith, being submitted by the bank pursuant to the requirement of clause 41 of the Listing Agreement. These consolidated quarterly financial results as well as the consolidated year to date financial results have been prepared from the interim consolidated financial statements, which are the responsibility of the bank s management. Our responsibility is to express an opinion on these consolidated financial results based on our audit of such consolidated interim financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS) 25, Interim Financial Reporting, issued pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956 or by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement(s). An audit includes exami ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... period from to . Further, we also report that we have, on the basis of the books of account and other records and information and explanations given to us by the management, also verified the consolidated number of shares as well as percentage of shareholdings in respect of aggregate amount of consolidated public shareholdings, as furnished by the company in terms of clause 35 of the Listing Agreement and found the same to be correct. For XYZ Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) 16 (Membership Number) Place of signature Date ------- 1 The Accounting Standards notified pursuant to the Companies (Accounting Standards) Rules, 2006 and/or Accounting Standards issued by Institute of Chartered Accountants of India. 2 Partner or proprietor, as the case may be. 3 The Accounting Standards notified pursuant to the Companies (Accounting Standards) Rules, 2006 and/or Accounting Standards issued by Institute of Chartered Accountants of India . 4 Partner or proprietor, as the case may be. 5 Where, a listed entity is not a company 6 Whichever is applicable ..... X X X X Extracts X X X X X X X X Extracts X X X X
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