Manner of approval and authentication of the financial results.
The financial results quarterly submitted under sub-clause (1) shall be approved by the Directors board of the company or thereof committee other than the audit committee.
Provided that when the financial results quarterly are by the approved committee they shall be placed before its next meeting on the board.
Further provided while placing before the financial results before the Board, the Chief financial officer and the Chief Executive company officer by whatever called name, shall certify that the financial results do not contain any false or misleading statement or figures and don’t omit any material fact that make figures or statements contained therein misleading.
The Committee mentioned in item (a) above shall consists of not less than one-third directors and shall include the managing director and least one independent director.
The submitted financial results to the stock exchange shall be signed by the managing director or Chairman, or a whole time director. In the absence of all of them, it shall be signed by company any other director who is duly authorized by the board to sign the financial results.
The minimum review mentioned report in sub-clause (I) (c)(i) shall be placed before the directors board or the mentioned committee in item(b) above, before being submitted to the stock exchange where the mentioned variation in Clause 41 (IV) (a) } between un-audited financials and amended financials pursuant amended 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 at its next meeting before the Board.
The audited annual financial results shall be approved by the Company directors and shall be signed in the specified manner in the item.
Board meeting Intimation.
The company shall give prior intimation date and the board meetings purpose 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 intimation date and meeting date).
The company shall also simultaneously gives 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 vernacular language, where the company registered office 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 amended results pursuant for the same period to limited review and,
the variation in net profit or net loss after tax is in excess of 10% or Rs. 10 lakhs, whichever is higher or
the company shall submit to the stock exchange an explanation for variations for the reasons, while submitting the limited review report. The explanation of the variations so submitted shall be approved by the Board of Directors.
Provided that in case for the last quarter results 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.
If the auditor has expressed any qualification or other reservation in his respect of the audited financial results published or submitted under this clause, the company shall disclose such qualification or other reservation and the impact of the same on the profit or loss, while submitting or publishing such results.
If the auditor has expressed other reservation or any qualification in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has same impact on the profit or the loss of the re-portable period, while submitting or publishing such results.
how the qualification or other reservation has been resolved or
if it has not been resolved, therefor reason and the steps which the company intends to take in the matter.
If the company has changed its name suggesting any new line of business, it shall disclose the net income or sales, expenditure and net profit or loss after the figures tax pertaining to the said new line of separate business in the financial results and shall continue to make such disclosures for the succeeding three years the date of change in name.
Provided the expense of tax shall be allocated between the said new business line and other company business in the ratio of the respective figures of net profit before tax, subject to any exemption, concession or deduction available under the laws of tax.
If the company had not commenced commercial production or during the re-portable period commercial operations, the company shall instead of financial results submission, disclose the amount raised details, the portions thereof which is used and the remaining unused, the investment details made pending utilization, brief project description which is pending completion, project status and commencement expected date of commercial production or commercial operations.
Explanation: For this item purpose –
i, the mentioned above details shall be approved by the board or thereof Committee based on the Chief Executive Officer certification and Chief Financial officer, in compliance with sub-clause (II);-
the expression ” raised amounts” shall mean the proceeds of any shares issues or made by the company debentures.
The quarterly and year to date results shall be prepared in accordance with the measurement principle and the recognition laid down in the Accounting Standard 25 (AS 25-Interim Financial Reporting) issued By Chartered Accountants of Indian Institute (ICAI)/ Company (Accounting Standards) Rules, 2006, whichever is applicable.
Accounting policies changes, if any, shall be disclosed in respect with Accounting Standard 5 (AS5 – Net Profit or Loss for the Period, Prior Period Items and Accounting Policies Changes) issued by ICAI/Company (Accounting Standards) Rules ,2006, whichever is applicable.
Accounting policies changing, if any, shall be disclosed in respect with Accounting Standard 5 (AS 5- Net Profit or Period Loss, Prior Period Items and Accounting Policies Changes) issued by ICAI/Company (Accounting standards) Rules, 2006, whichever is applicable.
Companies whose revenues are subject to seasonal material variations, shall disclose their activities seasonal nature, shall disclose their activities seasonal nature. In addition they may supplement with information their financial results for the period of 12 months ending on the last day of the quarter for the current and on rolling basis preceding years.
The company shall disclose any event or transaction which occurred before or during the quarter that is material to an results understanding for the quarter including but not limited to expansion completion and diversification programmes, strikes and lock-outs, management change and capital structure change. The company shall also disclose same material events or transactions that take place subsequent to the quarter end.
The company shall disclose following in respect of paid dividends or recommended for the year, including dividends interim;
i the amount of distributed dividend or for distribution proposed per share; the amounts in respect to shares of different classes shall be distinguished and the shares of nominal values shall also be indicated;
where paid dividend or proposed to be paid pro-rata for allotted shares during the year, the allotment date and number of allotted shares, pro-rata amount of dividend per share and the dividend aggregate amount of paid dividend or proposed to be paid on basis of pro-rata basis.
The company shall disclose the financial results effect of material changes in the company composition, if any, including but not limited to combinations of business, acquisitions or subsidiaries disposal and long term investments, any other form of operations discontinuance and restructuring.
The company shall also disclose the investor complaints number pending at the beginning of the quarter, those received and disposed of during the quarter and those unresolved remaining at the quarter end.
Formats:
The financial results shall be in the quarterly format given in Annexure I for companies other than banks and that given in Annexure II for banks.’
Manufacturing, trading or service companies, that have followed functional (secondary) expenditure classification in the annual profit and account loss published in the most recent annual report for which proposed to follow such classification for the financial year which is current , may furnish quarterly financial results in the alternative format given in Annexure III. The alternative format can be used only if such format is consistently used form the financial year first quarter.
Consolidated financial results shall be in the same format as is applicable to stand-alone financial results. Additionally, minority interest relating details, associate shares and other related items shall be given separately as additional row items.
Consolidated financial results shall be in the same format as is applicable to stand-alone financial results. Additionally, details relating to minority interest, associate shares and other related items shall be given separately as additional row items.’
Annual audited financial results shall be in the format as is applicable to financial results quarterly. However figures and columns relating to the last quarter, year to date results and corresponding three months in previous year need not to be given.
If the company has more than one re-portable 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 information segment as a part of financial results in the format given in Annexure IV.
Limited reports review shall be given by auditors in the given format in Annexure V for companies other than banks ( including those using the financial results alternative format) and in the given format in banks for Annexure VI.
In case of audited financial reports, the audit report shall be given into Annexure VII formats for companies other than banks (including those using alternative financial results format) and in the format given in Annexure VIII for banks.
Balance sheet items disclosure as per items (ea) shall be in the specified format in Annexure IX drawn form Schedule VI of the Companies Act, or it is similar formats in other statutes as applicable.
Financial results publication in newspapers;
The company shall within conclusion 48 hours of the board or the Committee meeting at which the approved financial results, publish a financial results copy that 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 region language, where the company registered office is situated.
Provided that where the company has opted to submit financial audited results under sub-clause I(b)(II), It shall also publish the reservations or qualifications if any, expressed by the auditor together with the audited results.
Where the company has submitted financial results consolidated in addition to standalone financial results under sub-clause (I) (e), it shall publish consolidated financial results along-with the following items on a standalone basis as a footnote (a) Turnover (b) Profit before Tax (c) Profit after tax in the newspapers subject to the following:
It shall intimate the exchange of stock in the first quarter of the financial year or within such extended period by SE-BI as may be specified in this regard or shall not change the same during the financial year.
In case the company changes its option in any subsequent year, it shall furnish figures that are comparable for the previous year in accordance with the exercised option for the current year .
It shall give a reference for publishing in the newspaper, to the places such as the website for the company and stock exchanges websites, where the company standalone results are available.
Companies that are required to prepare financial results that are consolidated for the first time at the financial year end shall exercise the option mentioned at (b) above in quarter respect during the financial year in which first they acquire the subsidiary.
VII Interpretation.
For this clause purposes-
a, ‘financial year’ means the twelve months period commencing on every year April first day, subject to items however (e) to (h);
b, ‘annual results’ mean the prepared financial results in associated with this clause in respect of a financial year.
c, ‘quarter results’ mean the financial prepared results in-accordance with this clause in accordance of a quarter.
d, if the duration of the financial year of the company is more than 12 months but doesn’t exceed 15 months, in a financial year there shall be 5 quarters.
