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Clause 41 of the Listing Agreement for Equity Shares

Clause 41 of the Listing Agreement for Equity Shares is as under:

The company agrees to comply with the following provisions:

I) Preparation and Submission of Financial Results
a. The financial results filed and published in compliance with this clause shall be prepared on the
basis of accrual accounting policy and in accordance with uniform accounting practices
adopted for all the periods.
b. The company shall submit its quarterly, year to date and annual financial results to the stock
exchange in the manner prescribed in this clause.
c. The company has an option either to submit audited or unaudited quarterly and year to date
financial results to the stock exchange within forty-five days of end of each quarter (other than
the last quarter), subject to the following:
i In case the company opts to submit unaudited financial results, they shall be subjected to
limited review by the statutory auditors of the issuer (or in case of public sector
undertakings, by any practicing Chartered Accountant) and such limited reviewed results
(financial results accompanied by the limited review report) shall be submitted within fortyfive
days from the end of the quarter.
ii In case the company opts to submit audited financial results, they shall be accompanied by
the audit report.
d. The company shall submit audited financial results for the entire financial year, within sixty days
of the end of the financial year. The company shall also submit the audited financial results in
respect of the last quarter alongwith the results for the entire financial year, with a note that the
figures of last quarter are the balancing figures between audited figures in respect of the full
financial year and the published year to date figures upto the third quarter of the current
financial year.
e. If the company has subsidiaries :-
i it may, in addition to submitting quarterly and year to date stand alone financial results to the
stock exchange under item (c) i.e. within forty-five days of the end of the quarter, also
submit quarterly and year to date consolidated financial results within forty-five days from
the end of the quarter; and
ii while submitting annual audited financial results prepared on stand-alone basis under item
(d), it shall also submit annual audited consolidated financial results to the stock exchange
within sixty days from the end of the financial year.
(ea) As a part of its audited or unaudited financial results for the halfyear, the company shall
also submit by way of a note, a statement of assets and liabilities as at the end of the halfyear.
(eaa) However, when a company opts to submit un-audited financial results for the last
quarter of the financial year, it shall, submit a statement of assets and liabilities as at the end
of the financial year only along with the audited financial results for the entire financial year,
as soon as they are approved by the Board.

f. The financial results covered under this sub-clause shall be submitted to the stock exchange
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.
g. In case the company has subsidiaries and it opts to submit consolidated financial results
as mentioned at (e) above, it may submit the consolidated financials as per the International
Financial Reporting Standards (IFRS) notified by the International Accounting Standards
Board.
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) 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 submitted to the stock exchange shall be signed by the Chairman or
managing director, or a whole time director. In the absence of all of them, it shall be signed by
any other director of the company who is duly authorized by the Board to sign the financial
results.
d. The limited review report mentioned in sub-clause (I) (c)(i) shall be placed before the Board of
directors or the Committee mentioned in item (b) above, before being submitted to the stock
exchange where the variation {as mentioned in Clause 41 (IV) (a)} between un-audited
financials and financials amended pursuant to limited review for the same period, exceeds
10%.
Provided that when the limited review report is placed before the Committee they shall also be
placed before the Board at its next meeting.
e. The annual audited financial results shall be approved by the Board of Directors of the
company and shall be signed in the manner specified in item (c).

III) Intimation of Board Meeting
a) The company shall give prior intimation of the date and purpose of meetings of the Board or
Committee in which the financial results will be considered under sub-clause (II)(a) or (II)(e), as
the case may be, at least seven clear calendar days prior to the meeting (excluding the date of
the intimation and date of the meeting).
b) The company shall also simultaneously issue a public notice 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.

IV) Other requirements as to financial results

a) Where there is a variation between the unaudited quarterly or year to date financial results and
the results amended pursuant to limited review for the same period, and –
(i) the variation in net profit or net loss after tax is in excess of 10% or Rs.10 lakhs,
whichever is higher; or
(ii) the variation in exceptional or extraordinary items is in excess of 10% or Rs.10 lakhs,
whichever is higher -
the company shall submit to the stock exchange an explanation of the reasons for variations,
while submitting the limited review report. The explanation of variations so submitted shall be
approved by the Board of Directors:
Provided that in case of results for the last quarter, the above sub-clause shall apply in respect
of variation, if any, between the year to date figures contained in the unaudited results and the
figures contained in the annual audited results.
b) If 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 tax expense shall be allocated between the said new line of business and other
business of the company in the ratio of the respective figures of net profit before tax, subject to
any exemption, deduction or concession available under the tax laws.
e) If the company had not commenced commercial production or commercial operations during
the reportable period, the company shall, instead of submitting financial results, disclose the
details of amount raised, the portions thereof which is utilized and that remaining unutilized, the
details of investment made pending utilisation, brief description of the project which is pending
completion, status of the project and expected date of commencement of commercial
production or commercial operations.
Explanation: For the purposes of this item –
(i) the details mentioned above, shall be approved by the Board or a Committee thereof,
based on certification by the Chief Executive Officer and Chief Financial Officer, in
compliance with sub-clause (II);
(ii) the expression “amounts raised” shall mean the proceeds of any issue of shares or
debentures made by the company.
f) The quarterly and year to date results shall be prepared in accordance with the recognition and
measurement principles laid down in Accounting Standard 25 (AS 25 – Interim Financial
Reporting) issued by the Institute of Chartered Accountants of India (ICAI) / Company
(Accounting Standards) Rules, 2006, whichever is applicable.
g) All items of income and expenditure arising out of transactions of exceptional nature shall be
disclosed.
h) Extraordinary items, if any, shall be disclosed in accordance with Accounting Standard 5 (AS 5 –
Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) issued by
ICAI / Company (Accounting Standards) Rules, 2006, whichever is applicable.
i) Changes in accounting policies, if any, shall be disclosed in accordance with Accounting Standard 5
(AS 5 – Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies)
issued by ICAI / Company (Accounting Standards) Rules, 2006, whichever is applicable.
j) Companies, whose revenues are subject to material seasonal variations, shall disclose the
seasonal nature of their activities. In addition, they may supplement their financial results with
information for the 12 months period ending on the last day of the quarter for the current and
preceding years on a rolling basis.
k) The company shall disclose any event or transaction which occurred during or before the
quarter that is material to an understanding 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 :
(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 prorata
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 subsidiaries and long term investments, any other form of
restructuring and discontinuance of operations.
n) The company shall also disclose the number of investor complaints pending at the beginning of
the quarter, those received and disposed of during the quarter and those remaining unresolved
at the end of the quarter.

V) Formats
a) The quarterly financial results shall be in the format given in Annexure I for companies other
than banks and that given in Annexure II for banks.
b) Manufacturing, trading and service companies, which have followed functional (secondary)
classification of expenditure in the annual profit and loss account published in the most recent
annual report or which proposed to follow such classification for the current financial year, may
furnish quarterly financial results in the alternative format given in Annexure III. The alternative
format can be used only if such format is used consistently from the first quarter of the financial
year.
c) Consolidated financial results shall be in the same format as is applicable to stand-alone
financial results. Additionally, details relating to minority interest, share of associates and other
related items shall be separately given as additional row items.
d) Annual audited financial results shall be in the format as is applicable to quarterly financial
results. However, columns and figures relating to the last quarter, year to date results and
corresponding three months in previous year need not be given.
e) If the company has more than one reportable primary segment in terms of Accounting Standard
17 (AS 17 – Segment Reporting) issued by ICAI / Company (Accounting Standards) Rules,
2006, it shall also submit quarterly or annual segment information as part of financial results in
the format given in Annexure IV.
f) Limited review reports shall be given by auditors in the format given in Annexure V for
companies other than banks (including those using the alternative format of financial results)
and in the format given in Annexure VI for banks.
g) In case of audited financial reports, the audit report shall be given in the format given in
Annexure VII for companies other than banks (including those using the alternative format of
financial results) and in the format given in Annexure VIII for banks.
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.

VI) Publication of financial results in newspapers
a) The company shall, within 48 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 subclause
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 standalone
financial results under sub-clause (I) (e), it shall publish 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 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”.
(iv) Companies that are required to prepare consolidated financial results for the first time at the
end of a financial year shall exercise the option mentioned at (b) above in respect of the quarter
during the financial year in which they first acquire the subsidiary.

VII) Interpretation
For the purposes of this clause, -
a) ‘financial year’ means the period of twelve months commencing on the first day of April every
year, subject however to items (e) to (h);
b) ‘annual results’ mean the financial results prepared in accordance with this clause in respect of
a financial year;
c) ‘quarter’ means the period of three months commencing on the first day of April, July, October
or January of a financial year, subject however to items (e) to (h);
d) ‘quarterly results’ mean the financial results prepared in accordance with this clause in respect
of a quarter;
e) if the duration of financial year of the company is more than 12 months but does not exceed 15
months, there shall be 5 quarters in a financial year;
f) if the duration of financial year of the company is more than 15 months but does not exceed 18
months, there shall be 6 quarters in a financial year.
g) the company may at its option have a financial year commencing on a date other than the first
day of April;
h) the company may at its option have quarters commencing on dates other than those mentioned
at item (c).

FORMAT OF ALL THE ANNEXURES IS AVAILABLE AT: Click Here


Source: BSE Stock Exchange, Listing Agreement
Post Last Updated On: 28th August 2015
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