TMI BlogProcedure and formats for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entityX X X X Extracts X X X X X X X X Extracts X X X X ..... 3. Further, ICAI has also suggested certain updates with respect to the limited review report (i.e. Exhibits C1 and B1 of Annex 2 to the said circular). 4. In partial modification of the said Circular, Exhibits C1, B1, C2, B2, C4, B4, C5 and B5 of Annex 2 to the said Circular shall be replaced by Exhibits C1, B1, C2, B2, C4, B4, C5 and B5 of Annex 1 to this Circular. 5. This Circular shall be applicable with respect to the financial results for the quarter ending September 30, 2019 and after. 6. The Stock Exchanges are advised to bring the provisions of this circular to notice of the listed entities and disseminate it on their websites. 7. The circular is issued in exercise of the powers conferred under sections 11 and 11A of the Securities and Exchange Board of India Act, 1992 read with regulations 33(8) and 101 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 . 8. The circular is available on SEBI website at www.sebi.gov.in under the category 'Legal Circulars'. Pradeep Ramakrishnan General Manager Compliance and Monitoring Division-1 Corporati ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s (other than banks and insurance companies) Illustrative format of Independent Auditor s Report (Unmodified Opinion) on Audited standalone Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 INDEPENDENT AUDITOR S REPORT TO THE BOARD OF DIRECTORS OF......................... Report on the audit of the Standalone Financial Results Opinion We have audited the accompanying standalone quarterly financial results of (Name of the company) (the company) for the quarter ended (date of the quarter end) and the year to date results for the period from to , attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( Listing Regulations ). In our opinion and to the best of our information and according to the explanations given to us these standalone financial results: i. are presented in accordance with the requirements of Regulation 33 of the Listi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial results, the Board of Directors are responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company s financial reporting process. Auditor s Responsibilities for the Audit of the Standalone Financial Results ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ur auditor s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. For XYZ Co. Chartered Accountants (Firm s Registration No.) Signature (Name of the member signing the audit report) (Designation) 5 (Membership Number) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncial information of the Group for the quarter ended ________ and for the period from_____ to______ Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor s Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are independent of the Group, its associates and jointly controlled entities in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph] 7 Our opin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities. Auditor s Responsibilities for the Audit of the Consolidated Financial Results Our objectives are to obtain reasonable assurance about whether the consolidated financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Group and its associates and jointly controlled entities to express an opinion on the consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial results of which we are the independent auditors. For the other entities included in the consolidated Financial Results, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ial Results/financial information. In our opinion and according to the information and explanations given to us by the Board of Directors, these interim Financial Statements/Financial Results / financial information are not material to the Group. Our opinion on the consolidated Financial Results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the Financial Results/financial information certified by the Board of Directors. For XYZ Co. Chartered Accountants (Firm s Registration No.) Signature (Name of the member signing the audit report) (Designation) 10 (Membership Number) UDIN Place of signature Date Exhibit C5: Illustrative format of independent auditor s report (unmodified opinion) on the annual consolidated financial results pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for companies (other than banks and insurance companies) INDEPENDENT AUDITOR S REPORT To the Board of Directors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our opinion. [Insert Emphasis of Matter Paragraph] 12 Our opinion is not modified in respect of this matter. Board of Directors Responsibilities for the Consolidated Financial Results These Consolidated financial results have been prepared on the basis of the consolidated annual financial statements. The Holding Company s Board of Directors are responsible for the preparation and presentation of these consolidated financial results that give a true and fair view of the net profit/ loss and other comprehensive income and other financial information of the Group including its associates and jointly controlled entities in accordance with the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndividually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial state ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable. Other Matters 13 The consolidated Financial Results include the audited Financial Results of ______ subsidiaries, ____ associates and _______ jointly controlled entities, whose Financial Statements/Financial Results/ financial information reflect Group s share of total assets 14 of Rs. _____ as at ______ , Group s share of total revenue of Rs. _____and Rs. ______ and Group s share of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter ended__________ and for the period from_____ to______ respectively, as considered in the consolidated Financi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ______ being the balancing figure between the audited figures in respect of the full financial year and the published audited year to date figures up to the third quarter of the current financial year 17 . For XYZ Co. Chartered Accountants (Firm's Registration No.) Signature (Name of the Member Signing the Audit Report) Designation 18 (Membership No.) UDIN Place of signature: Date: Exhibit B1: Format for the Limited Review Report for banks for unaudited standalone quarterly and year to date results Review report to.................... We have reviewed the accompanying statement of unaudited financial results of ____ (Name of the Bank) for the period ended ____. This statement is the responsibility of the Bank s Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial statements based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 Review of Interim Financial Information Performed by the Independ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ults and Year to Date Results of the Bank Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 INDEPENDENT AUDITOR S REPORT TO THE BOARD OF DIRECTORS OF......................... Report on the Audit of the Standalone Financial Results Opinion We have audited the accompanying standalone quarterly Financial Results of (Name of the bank) ( the Bank ) for the quarter ended (date of the quarter end) and the year to date results for the period from to attached herewith, being submitted by the Bank pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( Listing Regulations ), except for the disclosures relating to Pillar 3 disclosure as at _________, including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank's website and in respect of which a link has been provided in the Financial Results and have not been audited by us. In our opinion and to the best of our information and according to the explanations given ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... )/ Indian Accounting Standard 34 (Ind AS 34) Interim Financial Reporting specified under section 133 of the Act/ issued by the Institute of Chartered Accountants of India 25 , the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time ( RBI Guidelines ) and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act/Banking Regulations Act, 1949 26 for safeguarding of the assets of the Bank and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Financial Results that give a true and fair view and are free from materi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Board of Directors. Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Bank s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the standalone Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Bank to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the standalone Financial Results, including the disclosures, and whether the standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the parent and its subsidiaries together referred to as the Group ), its associates and jointly controlled entities for the quarter ended _____and for the period from_____ to______ ( the Statement ), being submitted by the Bank pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( Listing Regulations ) 28 except for the disclosures relating to consolidated Pillar 3 disclosure as at _________, including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank's website and in respect of which a link has been provided in the Financial Results and have not been audited by us. Attention is drawn to the fact that the consolidated Financial Results/Financial information for the corresponding quarter ended ____ and the corresponding period from______ to______, as reported in these Financial Results have been approved by the Bank s Board of Directors but have not been subjected to audit/review 29 . In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from the audited consolidated interim financial statements/ financial information. The Bank s Board of Directors are responsible for the preparation and presentation of these consolidated Financial Results that give a true and fair view of the net profit/ loss 33 and other financial information of the Group including its associates and jointly controlled entities in accordance with the recognition and measurement principles laid down in Accounting Standard 25 (AS 25) / Indian Accounting Standard 34 (Ind AS 34) Interim Financial Reporting specified under section 133 of the Act / issued by the Institute of Chartered Accountants of India 34 , the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time ( RBI Guidelines ) and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ear on our independence, and where applicable, related safeguards. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable. Other Matters The consolidated Financial Results include the audited Financial Results of ______ subsidiaries, ____ associates and _______ jointly controlled entities, whose interim Financial Statements/Financial Results/ financial information reflect Group s share of total assets 35 of Rs. _____ as at ______ , Group s share of total revenue of Rs. _____and Rs. ______ and Group s share of total net profit/(loss) after tax of Rs. ______and Rs. _____for the quarter ended_______ and for the period from_____ to______ respectively, as considered in the consolidated Financial Results, which have been audited by their respective independent Auditors. The independent auditors reports on interim financial statements/Financial Results/financial information of these entities have been furnished to us and our opinion on the consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... We have audited the accompanying Statement of Consolidated Financial Results of .......... (Name of the bank) ( the Bank /the parent) and its subsidiaries (the parent and its subsidiaries together referred to as the Group ), its associates and jointly controlled entities, for the year ended ________ ( the Statement ), being submitted by the Bank pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ( Listing Regulations ) 38 except for the disclosures relating to consolidated Pillar 3 disclosure as at _________, including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank's website and in respect of which a link has been provided in the Financial Results and have not been audited by us. Attention is drawn to the fact that the consolidated Financial Results/Financial information for the corresponding year ended ____ as reported in these Financial Results have been approved by the Bank s Board of Directors but have not been subjected to audit/review 39 . In our opinion and to the best of our information and according t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Financial Results have been compiled from the consolidated Annual audited financial statements. The bank s Board of Directors are responsible for the preparation and presentation of these consolidated Financial Results that give a true and fair view of the consolidated net profit/ loss 43 and other financial information of the Group including its associates and jointly controlled entities in accordance with the Accounting Standards/ Indian Accounting Standards specified under section 133 of the Act / issued by the Institute of Chartered Accountants of India 44 , the relevant provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time ( RBI Guidelines ) and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the entities included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act/Banking Regulations Act, 1949 for safeguarding of the assets of the Group and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onal skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank s internal control. [OR] Under Section 143(3)(i) of the Companies Act 2013, we are also responsible for expressing our opinion on whether the bank has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended, to the extent applicable. Other Matters The consolidated Financial Results include the audited Financial Results of ______ subsidiaries, ____ associates and _______ jointly controlled entities, whose Financial Statements/Financial Results/ financial information reflect Group s share of total assets 45 of Rs. _____ as at ______ , Group s share of total revenue of Rs. _____and Rs. ______ and Group s share of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter and year ended__________ respectively, as considered in the consolidated Financial Results, which have been audited by their respective independent Auditors. The independent auditors reports on financial statements/financial results/financial information of these entities have been f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hartered Accountants (Firm s Registration No.) Signature (Name of the member signing the audit report) (Designation) 49 (Membership Number) UDIN Place of signature: Date: 1 If applicable, based on facts and circumstances of the engagement. 2 Partner or proprietor, as the case may be. 3 Whichever is applicable. 4 If applicable, based on facts and circumstances of the engagement. 5 Partner or proprietor, as the case may be. 6 As applicable (for example, when consolidated quarterly financial results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial results were submitted in the previous year). 7 If applicable, based on facts and circumstances of the engagement. 8 Figures for total assets to be reported when balance sheet is also presented with the income statements. 9 Figures for total assets to be reported when balance sheet is also presented with the income statements. 10 Pa ..... 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