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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 ..... 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 of end of the quarter may also submit consolidated financial results to the stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 sector undertakings, by any practicing Chartered Accountant) and a copy of the limited review report shall be furnished to the stock exchange within two months from end of the quart ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial 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 lakhs) Particulars 3 months ended (dd/mm/yy yy) Corresponding 3 months ended in the previous year (dd/mm/yyyy) Year to date figures for current period ended (dd/mm/yy yy) Year to date figures for the previous year ended (dd/mm/yyyy ) Previous accounting year end ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is 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 procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 41 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... including the manner in which it is to be disclosed, or that it contains any material misstatement or that it has not been prepared in accordance with the relevant prudential norms issued by the Reserve Bank of India in respect of income recognition, asset classification, provisioning and other related matters." For XYZ & Co. Chartered Accountants Signature (Name of the member signing the audit report) (Designation) (Membership Number) Place of signature Date (xiv) Annexure VII shall be substituted with the following, namely:- ANNEXURE VII TO CLAUSE 41 When an Unqualified Opinion is Expressed on the Quarterly Financial Results (for companies other than banks) Auditor's Report On Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Clause 41 of the Listing Agreement To Board of Directors of ……………………. (name of the company) We have audited the quarterly financial results of ………………………(name of the company) for the quarter ended ………………………. (date of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholdings in respect of aggregate amount of 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) (Membership Number) Place of signature Date When an Unqualified Opinion is Expressed on the Quarterly Consolidated Financial Results (for companies other than banks) Auditor's Report On Quarterly Consolidated Financial Results and Consolidated Year to Date Results of the Company Pursuant to the Clause 41 of the Listing Agreement To Board of Directors of ……………………. (name of the company) We have audited the quarterly consolidated financial results of ………………………(name of the company) for the quarter ended ………………………. (date of the quarter end) and the consolidated year to date results for the period ……………. to …………………, attached herew ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he quarterly financial results and the year to date results, to the extent they have been derived from such interim financial statements is based solely on the report of such other auditors. In our opinion and to the best of our information and according to the explanations given to us these consolidated quarterly financial results as well as the consolidated year to date results: (i) include the quarterly financial results and year to date of the following entities (list of entities included in consolidation); (ii) have been presented in accordance with the requirements of clause 41 of the Listing Agreement in this regard; and (iii) give a true and fair view of the consolidated net profit/loss and other financial information for the quarter ended ………………(date of the quarter end) as well as the consolidated year to date results for the 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 num ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts 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. These financial results incorporate the relevant returns of _______(number) branches audited by us, _________ (number) branches including _______ (number) foreign branches audited by the other auditors specially appointed for this purpose and unaudited returns in respect of _________ (number) branches. In conduct of our audit, we have taken note of the reports in respect of non performing assets received from the concurrent auditors of ________ (number) branches, inspection teams of banks of ________ (number) branches specifically appointed for this purpose. These reports cover ______ percent of advances portfolio of the Bank. In our opinion and to the best of our information and according to the explanations given to us these quarterly financial results as well as the year to date results: (i) have been presented in accordance with the requirements of clause 41 of the Listing Agreement in this regard; and (ii) give a true and fair view of the net profit/loss for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nstitute 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. These financial results incorporate the relevant returns of _____(number) branches audited by us, ____ (number) branches including _____ (number) foreign branches audited by the other auditors specially appointed for this purpose and unaudited returns in respect of _______ (number) branches. In conduct of our audit, we have taken note of the reports in respect of non performing assets received from the concurrent auditors of _______ (number) branches, inspection teams of banks of ____ (number) branches specifically appointed for this purpo ..... X X X X Extracts X X X X X X X X Extracts X X X X
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