Company Law

Publishing Quarterly/Half Yearly/Annual Results by Listed Companies under LODR

Regulation 33 of LODR deals with the provisions relating to financial results of a Listed Entity which has listed its Specified Securities [‘equity shares’ and ‘convertible securities’36] - summarized below:

1.

Preparation of FS
[Reg. 33(1)(a)]

  • on the basis of accrual accounting policy
  • in accordance with uniform accounting practices adopted for all the periods

2.

Preparation of quarterly and year to date results

[Reg. 33(1)(b)]

  • in accordance with the recognition and measurement principles laid down in AS 25/Ind AS 31 (AS 25/Ind AS 34 for Interim Financial Reporting), as applicable

3.

Stand alone and consolidated FS
[Reg. 33(1)(c)]

  • as per Indian GAAP

Additionally, FS as per IFRS notified by IASB may also be submitted

4.

Limited Review/Audit report
[Reg. 33(1 (d)]

  • LRR/audit report submitted to SEs on quarterly/annual basis to be given only by an auditor subjected to peer review process of ICAI and holding a valid certificate issued by the Peer Review Board of ICAI

5.

Disclosures
[Reg. 33(1)(e)]

  • As specified in Part A of Schedule IV

6.

Approval and authentication of FS [Reg. 33(2)(a)]

  • quarterly financial results ⟶ to be approved by BoD
    • CEO and CFO certification:- FS 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
  • FS (including Annual Audited FS) to be signed by :
    • Chairperson / MD / WTD, or
    • in absence of all of them any other director authorized by BoD
  • LRR to be placed before BoD at its meeting which approves FS, before submitting it to SE(s)

7.

Submission of FS to SE(s)
[Reg. 33(3), (8)]

  • Quarterly & year-to-date stand alone results (except for last quarter) ⟶ submit within 45 days of the end of each quarter
  • If listed entity has subsidiaries ⟶ may also submit consolidated financial results
    • For this purpose at least 80% of each of consolidated revenue, assets and profits, respectively, shall have been subject to audit or in case of unaudited results, subjected to LRR
    • Statutory auditor of a listed entity shall undertake a limited review of the audit of all the entities/companies whose accounts are to be consolidated with the listed entity as per AS 21 in accordance with guidelines issued by SEBI on this matter
  • If opted to submit audited financial results ⟶ accompanied by audit report
  • If opted to submit unaudited financial results ⟶ subject to limited review by statutory auditor (by practicing CA in case of PSU) & accompanied by LRR
  • Submit audited/limited reviewed financial results in respect of the last quarter along with the results for the entire FY, with a note:
    • the figures of last quarter = audited figures in respect of the full FY, less, the published year-to-date figures up to the third quarter of the current FY
    • results for the last quarter⟶disclose,by way of a note, the aggregate effect of material adjustments made in the results of that quarter which pertain to earlier periods
  • stand alone or consolidated results for the ½ year⟶ attach as a note
    • a statement of assets and liabilities as at the end of the ½ year; and
    • statement of cash flows for the ½ year
  • (Annual) Audited standalone financial results for FY + annual audited consolidated financial results if it has subsidiaries ⟶ submit within 60 days from the end of FY along with audit report, and
    • for audit report with unmodified opinionDeclaration to that effect; OR
    • for audit report with modified opinionStatement on Impact of Audit Qualifications

8.

Specified securities listed on SME exchange
[Reg. 33(5)]

  • ½ yearly financial results to be prepared, authenticated and submitted instead of quarterly statement
  • Not required to submit ‘year-to-date’ financial results

9.

Modified opinion [Reg. 33(6)]

  • Statement on Impact of Audit Qualifications for audit report with modified opinion and accompanying annual audit report ⟶ to be reviewed by SE(s)

10.

Annual Report [Reg. 34]

  • containing:
    • audited FS i.e., balance sheets, profit and loss accounts etc. and Statement on Impact of Audit Qualifications, if applicable;
    • CFS audited by its statutory auditors;
    • cash flow statement presented only under the indirect method as prescribed in AS-3/Ind AS-7;
    • directors report;
    • MDA report - either as a part of directors report or addition thereto;
    • for the top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), ⟶ business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format
      • listed entities other than top 500, and having listed specified securities on SME exchange ⟶ may voluntarily include business responsibility report
    • other disclosures under the Co Act, 2013

    • To be submitted to SE(s) and publish on its website not later than the date of commencement of its dispatch to its SH

    • in the event of any changes to the annual report⟶ send the revised copy along with the details of, and explanation for the changes not later than 48 hours after the AGM
 

11.

Advertisements in Newspapers:
[Reg. 47]

Within 48 hours of
conclusion of BM

{

  • Publish in the news papers simultaneously with the submission of the same to SE(s)
    • Notice of BM where financial results shall be discussed
    • financial results along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor
    • if the listed entity has submitted both standalone and consolidated financial results,
      • publish consolidated financial results
      • along with (1) Turnover, (2) Profit before tax and (3) Profit after tax, on a stand-alone basis, as a foot note; and
      • a reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed entity are available
    • statements of deviation(s) or variation(s) on quarterly basis, after review by AC and its explanation in directors report in annual report;
    • notices given to shareholders by advertisement
    • (give a reference to) link of the website of listed entity and SE(s), where further details are available
    • in at least 1 English language national daily newspaper circulating in the whole or substantially the whole of India + in 1 daily newspaper published in the language of the region, where the registered office of the listed entity is situated
  • Non-applicability to: listed entities which have listed their specified securities on SME Exchange