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TMI BlogAmendments to Clause 41 of Equity Listing AgreementX X X X Extracts X X X X X X X X Extracts X X X X ..... Further, it has been decided to simplify the provision for explanation in variation between items of unaudited and audited quarterly/ year to date / annual results. As against the extant requirement for providing explanation for variation in any of the items in the proforma, the revised clause 41 requires the same to be furnished only in respect of Net Profit or Loss After Tax and for exceptional / extraordinary items. Further, it has been decided to reduce the percentage of variation for the purpose from 20% or more to 10% or ₹ 10 lakhs, whichever is higher . In case of a company having subsidiaries, such company has an option to submit the quarterly consolidated financial statements in addition to the stand alone financial results. However, such a company shall submit the annual consolidated financial results along with the annual stand-alone financial statements to the stock exchanges. The modified requirements on publication are detailed in the following paragraph. 2. Publication of Results As regards the publication of financial results, companies having subsidiaries who file both stand-alone and consolidated results to the stock exchange are provided with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eement. 2. All Stock Exchanges are further advised to do the following: a. Monitor compliance with the submission of financial results, based on quarterly returns submitted by companies. b. Communicate to SEBI, status of implementation of the requirements of this circular in the next Monthly Development Report. IV. This circular is issued in exercise of powers conferred by sub-section (1) of Section 11, read with sub-section (2) of Section 11A, of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. The provisions of SEBI circular no. SMDRP/POLICY/CIR-2/2003 dated January 10, 2003 to the extent that it pertains to Clause 41 of Equity Listing Agreement shall stand superseded accordingly. V. This circular is available on SEBI website at www.sebi.gov.in. Yours faithfully, Parag Basu Encl.: Annexure I - Revised Clause 41 of Equity Listing Agreement. ANNEXURE I Submission and Disclosure of Interim and Annual Financial Results 41. The company agrees to comply with the following provisions: I) Preparation and Submissi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xchange within fifteen minutes of conclusion of the meeting of the Board or Committee in which they were approved pursuant to sub-clause (II), through such mode as may be specified by the stock exchange. II) Manner of approval and authentication of the financial results a) The quarterly financial results submitted under sub-clause (I) shall be approved by the Board of Directors of the company or by a committee thereof, other than the audit committee. Provided that when the quarterly financial results are approved by the Committee they shall be placed before the Board at its next meeting: Provided further than while placing the financial results before the Board, the Chief Executive Officer and Chief Financial Officer of the company, by whatever name called, shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. b) The Committee mentioned in item (a) above shall consist of not less than one third of the directors and shall include the managing director and at least one independent director. c) The financial results ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the auditor has expressed any qualification or other reservation in respect of audited financial results submitted or published under this clause, the company shall disclose such qualification or other reservation and impact of the same on the profit or loss, while publishing or submitting such results. c) If the auditor has expressed any qualification or other reservation in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the company shall include as a note to the financial results (i) how the qualification or other reservation has been resolved; or (ii) if it has not been resolved, the reason therefor and the steps which the company intends to take in the matter. d) If the company has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name. Provided that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... standing of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management and change in capital structure. The company shall also disclose similar material events or transactions that take place subsequent to the end of the quarter. l) The company shall disclose the following in respect of dividends paid or recommended for the year, including interim dividends (only in respect of annual results): (i) amount of dividend distributed or proposed for distribution per share; the amounts in respect of different classes of shares shall be distinguished and the nominal values of shares shall also be indicated; (ii) where dividend is paid or proposed to be paid pro-rata for shares allotted during the year, the date of allotment and number of shares allotted, pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed to be paid on pro-rata basis. m) The company shall disclose the effect on the financial results of material changes in the composition of the company, if any, including but not limited to business combinations, acquisitions or disposal of su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8 hours of conclusion of the Board or Committee meeting at which the financial results were approved, publish a copy of the financial results which were submitted to the stock exchange in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated: Provided that where the company has opted to submit audited financial results under sub-clause I(b)(ii), it shall also publish the qualifications or reservations, if any, expressed by the auditor together with the audited results. b) Where the company has submitted consolidated financial results in addition to stand-alone financial results under sub-clause (I)(e), it shall have an option to publish either stand-alone financial results or consolidated financial results in the newspapers, subject to the following: (i) If it is desirous of publishing consolidated financial results alone, it shall exercise the option in the first quarter of the financial year and such option shall not be changed during the financial year; (ii) In case the company changes its option in ..... 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