SECURITIES AND EXCHANGE BOARD OF INDIA
SECONDARY MARKET DEPARTMENT
Mittal Court, B Wing, First Floor,
224, Nariman Point, Mumbai 400 021
SMDRP/Policy/Cir- 47 /01
October 04, 2001
To,
The Executive Director/President/Managing Director
Of all the Stock Exchanges
Dear Sir/Madam,
SUB : Amendment to the Listing Agreement
The Accounting Standards Committee of SEBI has recommended certain
amendments in the Clause 41 of the Listing Agreement. It has been decided
to implement the following recommendations of the Committee:
1. Amendment to Clause 41 of the Listing Agreement - Quarterly
un-audited financial results:
A. Alternative format for un-audited financial results:
The manufacturing and trading/service companies which have followed
functional (secondary) classification of expenditure in the annual profit
and loss account in their most recent annual report may furnish un-audited
financial results on a quarterly basis in the alternative format enclosed
at Annexure I.
B. Qualifications in Audit Reports:
Companies shall be required to disclose the audit qualifications
along with the audited financial results published under Clause 41 of the
Listing Agreement in addition to the explanatory statement as to how audit
qualifications in respect of the audited accounts of the previous accounting
year have been addressed in the financial results.
The Exchanges are advised to incorporate the above amendments in the
Clause 41 of the listing agreement immediately and also confirm the compliance.
2. Clarification regarding Segment Reporting :
The Accounting Standard- 17 on Segment Reporting issued by The Institute
of Chartered Accountants of India (ICAI) is mandatory with effect from
April 01, 2001 and clarification has been sought whether companies, whose
accounting year has commenced before April 01, 2001 and to whom the Standard
is not applicable for the current year, are required to disclose segmental
information in respect of the previous quarters along with the un-audited
financial results for the quarters ending on or after September 30, 2001.
It is clarified that::
-
in respect of all the companies including companies whose accounting
year has commenced before April 01, 2001, segment information prescribed
under Clause 41 shall be given for the quarters ending on or after September
30, 2001.
-
in respect of companies whose accounting year has commenced on or after
April 01, 2001, cumulative segment information (i.e. year to date figures)
for the current year in addition to the segment information for the current
quarter shall be given beginning with the quarter ended September 30, 2001.
-
in respect of companies whose accounting year has commenced before April
01, 2001, cumulative segment information shall be given for the period
commencing from July 01, 2001 (i.e. from July 01, 2001 to the end of the
current quarter) in addition to the segment information for the current
quarter.
The Exchanges are advised to take note of the above clarifications regarding
disclosure of segment information prescribed under Clause 41 of the Listing
Agreement and ensure compliance by companies.
Yours faithfully,
S RAVINDRAN
General Manager
Secondary Market Department
Encl : as above
Annexure I
Alternative format of un-audited
financial results for manufacturing and trading/service companies, which
have followed functional (secondary) classification of expenditure in the
annual profit and loss account published in their most recent annual report.
| UNAUDITED FINANCIAL RESULTS
FOR THE THREE MONTHS ENDED _____
|
| S NO |
|
(1)
3 Months Ended |
(2)
Corresponding 3 Months in the Previous year. |
(3)
Year To date Figures for current period |
(4)
Year to date
Figures for the Previous year |
(5)
Previous Accounting Year.
|
| 1 |
Net Income from Sales/Services |
|
|
|
|
|
| 2 |
Cost of Sales/Services
-
Increase/decrease in stock in trade
-
Consumption of raw materials
-
Other expenditure
|
|
|
|
|
|
| 3 |
Gross Profit |
|
|
|
|
|
| 4 |
General Administrative Expenses |
|
|
|
|
|
| 5 |
Selling and Distribution Expenses |
|
|
|
|
|
| 6 |
Operating Profit before interest
and depreciation |
|
|
|
|
|
| 7 |
Interest |
|
|
|
|
|
| 8 |
Depreciation |
|
|
|
|
|
| 9 |
Operating Profit after interest
and depreciation |
|
|
|
|
|
| 10 |
Other Income |
|
|
|
|
|
| 11 |
Profit (+)/Loss(-) before tax |
|
|
|
|
|
| 12 |
Provision for taxation |
|
|
|
|
|
| 13 |
Net Profit (+)/Loss (-) |
|
|
|
|
|
| 14 |
Paid-up equity share capital |
|
|
|
|
|
| 15 |
Reserves excluding revaluation
reserves (as per balance sheet) of previous accounting year to be given
in column (5) |
|
|
|
|
|
| 16 |
Basic and diluted EPS for the
period, for the year to date and for the previous year (not to be annualised) |
|
|
|
|
|
| 17 |
Aggregate of non promoters shareholding*
(applicable for half yearly results)
-
Number of shares
-
Percentage of shareholding
|
|
|
|
|
|
* non promoter shareholding as
classified under category B in the shareholding pattern in clause 35 of
the listing agreement.
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Notes :
-
Indicate by way of note total expenditure
incurred on
-
Staff Cost
-
Any item of expenditure which exceeds
10% of the total expenditure.
This information shall be given in
respect of all the periods included at the above statement.
[BACK]
[BACK]
-
Any event or transaction that is material
to an understanding of the results for the quarter including completion
of expansion and diversification programes, strikes, lock-outs, change
in management, change in capital structure etc, shall be disclosed. Similar
material event or transactions subsequent to the end of the quarter, the
effect whereof is not reflected in the results for the quarter shall also
be disclosed.
-
All material non-recurring/abnormal income/gain
and expenditure/loss and effect of all changes in accounting practices
affecting the profits materially must be disclosed separately.
-
In case of companies whose revenues are subject to material
seasonal variations, they shall disclose the seasonal nature of their activities
and may also supplement their unaudited financial results with information
for 12 month periods ended at the interim date (last day of the quarter)
for the current and preceding years on a rolling basis.
-
Company shall give the following information in respect of
dividend paid or recommended for the year including interim dividends declared
:
-
Amount of Dividend distributed or proposed distinguishing
between different classes of shares and Dividend per share also indicating
nominal value per share.
-
Where Dividend is paid or proposed pro-rata for shares allotted
during the year, the date of allotment, number of shares allotted pro-rata
amount of dividend per share and the aggregate amount of dividend paid
or proposed on pro-rata basis.
-
The effect of changes in composition of
the company during the quarter, including business combinations, acquisitions
or disposal of subsidiaries and long term investments, restructuring and
discontinuing operations shall be disclosed.
-
If there is any qualifications by the
Auditors, in respect of the Audited Accounts of the previous accounting
year which has a material impact on the profit disclosed in such accounts,
then the company shall disclose the same along with the unaudited quarterly
results and give explanation as to how such qualifications has been addressed
in the unaudited financial results.
-
If the company is yet to commence commercial
production, then instead of the quarterly results, the company should give
particulars of the status of the project, its implementation and the expected
date of commissioning of the project.
-
The un-audited results sent to Stock Exchange/s
and published in newspapers should be based on the same set of accounting
policies as those followed in the previous year. In case, there are changes
in the accounting policies, the results of previous year will be recast
as per the present accounting policies, to make it comparable with current
year results.
-
If the period of the Financial Year is
more than 12 months and not exceeding 15 months there will be 5 Quarters
and is more than 15 months but not exceeding 18 months there will be 6
Quarters and the financial results will be intimated to the Exchange and
published in the News papers accordingly. Half yearly results which are
required to be subjected to the "Limited Review" by the Auditors shall
be prepared for the first two quarters where the Financial Year does not
exceed 15 months and for the first two quarters and also separately for
the third and fourth quarters where the Financial Year exceeds 15 months.
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