As part of a review of the policies of disclosure requirements for
listed entities and also to bring more transparency and
efficiency in the governance of listed entities it has been
decided to specify certain listing conditions so to amend the
Equity Listing Agreement.
Voluntary adoption of International Financial Reporting Standards
(IFRS) by listed entities having subsidiaries - Insertion of Clause
41(I) (g)
Various regulatory authorities are working on arriving at a
roadmap for implementation of IFRS in India and on the steps to be
taken for convergence of the Indian Accounting Standards with IFRS by
April 01, 2011.
Requirement of a valid peer review certificate for statutory auditors-
Insertion of Clause 41(1) (h)
It has been decided that in respect of all listed entities,
limited review/statutory audit reports submitted to the concerned
stock exchanges shall be given only by those auditors who have
subjected themselves to the peer review process of ICAI and who
hold a valid certificate issued by the ‘Peer Review Board’
of Institute of Chartered Accountants of India.
Interim disclosure of Balance Sheet items by listed entities-
Insertion of clause 41(V) (h) and Annexure IX
With a view to have more frequent disclosure of the asset-
liability position of entities, it has been decided that listed
entities shall disclose within forty-five days from the end of
the half-year, as a note to their half-yearly financial
results, a statement of assets and liabilities in the specified
format.
Approval of appointment of ‘CFO’ by the Audit Committee- Insertion of
Clause 49(II)(D)(12A)
GIST OF SEBI CIRCULAR 5TH APRIL 2010 – AMENDMENT OF LISTING AGREEMENT
AMENDMENT OF CIRCULAR
1
Clause 24 (i)
Company while filing for approval with the Stock Exchange any draft
scheme of amalgamation / merger / reconstruction, etc under Clause
24(f) is required to file with the Stock Exchange an Auditors’
Certificate that the accounting treatment contained in the scheme of
amalgamation is in compliance with the Accounting Standards specified
by ICAI.
Effective Date: 5th April 2010.
2
Clause 41 (I)(c)
Companies have an option to submit audited or un-audited quarterly and
year to date financial results within 45 days of the end of each
quarter instead of 1 month of the end of each quarter. [The above
clause is for results to be submitted for other than last quarter]
3
Clause 41 (I) (c)
For Companies which opt to submit un-audited financial results, the
copy of the Limited Review report should be furnished to Stock
Exchange within 45 days from the end of the quarter instead of 2
months earlier. [The above clause is for results to be submitted for
other than last quarter]
4
Clause 41 I (d)
In respect of the last quarter, Companies have an option to submit un-
audited financial results for the quarter within 45 days of the end of
the Financial Year OR if the Company decides to submit audited
financial results for the entire Financial Year it should do so within
60 days of the end of the Financial Year
5
Clause 41 I (d)
The Limited Review Report in respect of the last quarter should be
furnished to the Stock Exchange within 45 days of the end of the
Financial Year
6
Clause 41 I (e) (i)
In case of a Company having subsidiaries, it may in addition to
submitting quarterly and y-t-d stand alone financial results to the
Stock Exchange within 45 days from the end of the quarter, also submit
quarterly and year to date consolidated financial results within 45
days from the end of the quarter
7
Clause 41 I (e) (ii)
For a Company having subsidiaries, it should submit the annual audited
consolidated financial results along with the annual audited stand
alone financial results within 60 days from the end of the Financial
Year to the Stock Exchange
8
Clause 41 I (ea) & (eaa)
A Statement of Assets & Liabilities as at the end of the half-year
should be disclosed within 45 days from the end of the half-year to
the Stock Exchange. The said information should be disclosed as a part
of the audited or un-audited financial results for the half-year to
the Stock Exchange so as to keep the shareholders informed about the
solvency position of the Company
9
Clause 41 I (g)
If the Company has subsidiaries, it may opt to submit consolidated
financial results as per IFRS
10
Clause 41 I (h)
Company to ensure that the Limited Review / Audit Reports is given by
an Auditor who has subjected himself to the peer review process of the
ICAI and holds a valid certificate issued by the Peer Review Board of
the ICAI.
Effective Date: For appointment of Auditors after 1st April 2010.
11
Clause 41 V (g)
Disclosure of Balance Sheet items as per Cl 41 I (eaa) to be in the
format specified in Annexure IX drawn from the Schedule VI of the
Companies Act, 1956
12
Clause 41 VI (b)
Disclosure of Consolidated financial results along with the following
items on a stand alone basis as a foot note (a) Turnover (b) Profit
before Tax (c) Profit after tax instead of only consolidated financial
results
13
Clause 41 VI (b) (iv)
Companies that are required to prepare consolidated financial results
for the first time at the end of the Financial Year should exercise
the option mentioned in Cl. 41 VI (b) in respect of the quarter during
the Financial Year in which they first acquire the subsidiary
14
Annexure V to Clause 41 – Limited Review Report for Companies other
than Banks
Disclosures regarding “Public Shareholding” and “Promoter & Promoter
Group Shareholding” which have been traced from the disclosures made
by the management and have not been audited by us inserted
15
Annexure VI to Clause 41 – Limited Review Report for Banks
Same as point 14 above.
16
Annexure VII & VIII (both parts)
Except for the disclosures regarding ‘Public Shareholding’ and
‘Promoter & Promoter Group Shareholding’ which have been traced from
the disclosures made by the management and have not been audited by us
inserted after the words pursuant to the requirement of Clause 41 of
the Listing Agreement
17
Annexure IX
Statement of Assets & Liabilities introduced
18
Clause 49 II D (12A)
Audit Committee to approve the appointment of CFO - Approval of the
appointment of CFO after assessing the qualifications, experience and
background of the candidate.
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