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Regulation 33 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 - At a Glance
This article details certain requirements of notified Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations 2015). Regulation
33 of the Listing Regulations 2015 corresponds to Clause 41 of the erstwhile Listing Agreement which
provided guidance on the requirements for financial results for equity listed entities. This article
seeks to provide an overview on some key changes made applicable in Regulation 33 as compared
to Clause 41. This article also discusses some key challenges faced by the entities in abiding by
Regulation 33. Read on to know more.
Introduction
Securities and Exchange Board of India (SEBI)
notified Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
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Broad Framework of Listing Regulations
Chapter I
: Preliminary section specifying
definitions and scope of Listing
Regulations 2015
Chapter II
: Principles governing disclosures
& obligations of Listed Entity
Chapter III
: Common obligations of Listed
Entities
Chapter IV
: Obligations of Listed Entity which
has listed its specified securities
Chapter V
:
Obligations of Listed Entity
which has listed its NonConvertible Debt Securities or
Non-Convertible
Redeemable
Preference Shares or both
Chapter VI
: Obligations of Listed Entity which
has listed its specified securities
and either Non-Convertible Debt
Securities or Non-Convertible
Redeemable Preference Shares or
both
Chapter VII : Obligations of Listed Entity which
has listed its Indian Depository
Receipts
Chapter VIII : Obligations of Listed Entity which
has listed its Securitised Debt
Instruments
Chapter IX
: Obligations of Listed Entity which
has listed its Mutual Fund Units
Chapter X&XI :
Duties & Obligations of the
Recognized Stock Exchange(s)
and procedures for action in case
of default
Chapter XII : Miscellaneous Provisions
Key requirements under Regulation 33 of
the Listing Regulations 2015
Regulation 33, which falls under Chapter IV of the
Listing Regulations 2015, provides guidance around
Financial Results of the equity listed entity which
can be quarterly and/or year-to-date financial results.
The financial results of the listed entities are required
to be prepared, reviewed/audited and published to
stock exchange(s) in India. The main requirement of
Regulation 33 of the Listing Regulations 2015 are as
follows:
a) The financial results of the listed entity shall
be prepared on the basis of accrual accounting
policy and shall be in accordance with uniform
accounting practices adopted by the entity for
all the periods.
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Capital Markets
submit quarterly/year-to-date consolidated
financial results. This option must be taken in
first quarter of the financial year and should not
be changed during the financial year.
i) If unaudited financial results are submitted
by the listed entity, they shall be subjected to
limited review by statutory auditors of the
listed entity with limited review report issued
for the same. If audited financial results are
submitted, they shall be accompanied by an
audit report.
j) The listed entity shall submit annual audited
standalone/consolidated financial results,
within 60 days from the end of the financial
year along with audit report and Statement on
Impact of Audit Qualifications (for audit report
with modified opinion). However, in case of
audit reports with unmodified opinion(s), the
listed entity shall furnish a declaration to that
effect to the stock exchange(s) while publishing
the annual audited financial results.
k) The listed entity shall also submit the audited
financial results in respect of the last quarter
along-with the results for the entire financial
year, with a note stating that the figures of
last quarter are the balancing figures between
audited figures in respect of the full financial
year and the published year-to-date figures
upto the third quarter of the current financial
year, in case the last quarter is not separately
audited.
l) The listed entity shall also submit as part of its
standalone or consolidated financial results for
the half year, by way of a note, a statement of
assets and liabilities as at the end of the halfyear.
Key changes under Regulation 33 of
Listing Regulations 2015 as compared
to erstwhile Clause 41 of the Listing
Agreement
1) Option to publish consolidated results as per
IFRS have been discontinued under Regulation
33 of the Listing Regulations 2015. Accordingly,
listed companies will be required to submit
consolidated financial results as per existing
Indian Standards or Ind ASs as applicable.
IFRS results can be submitted additionally with
financial results in Indian GAAP.
2) As per Para B of Part A of Schedule IV of the
Listing Regulations 2015:
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and end of the quarter including the
movement to be disclosed to the stock
exchange(s) separately from the results.
4) Information to be published in the newspaper
now limited to key parameters e.g. total income,
PAT, equity share capital, reserves, EPS.
Weblink to be given so that detailed results can
be seen. Annexure XI of SEBI circular dated
30 November 2015 on Formats for Publishing
Financial Results provides an abridged format
which entities can use for newspaper publishing
purpose.
5) If the listed entity has submitted both
standalone and consolidated financial results to
stock exchange(s), the listed entity shall publish
in a newspaper, 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.
6) Ind AS specific disclosures introduced:
a. Results for period covered by first Ind AS
financial statements to include disclosures
as per Ind AS 101 (to the extent applicable
for interim financial reports)
b. Comparatives for quarterly/annual results
should be Ind AS compliant.
Key challenges which the listed entities
might face
Applicability of Ind AS
Clause 5 of SEBI circular dated 30th November 2015
on Formats for Publishing Financial Results states
as follows:
Companies adopting Ind AS in terms of
Companies
(Indian
Accounting
Standards)
Rules, 2015 notified by the Ministry of Corporate
Affairs on 16 February 2015 while publishing
As per clause 41 of the erstwhile Listing Agreement,
in case the listed entity was having subsidiaries and
the entity opts to give consolidated financial results,
the entity was allowed to give the consolidated
results under IFRS. The Listing Regulations 2015
took away this right from the entities and mandated
financial results to be prepared under Indian
standards subject to subsequent exemption given
till 31st March 2016.
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Forgiveness does not change the past, but it does enlarge the future. - Paul Boose
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