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CLAUSE 41 OF THE LISTING AGREEMENT

CLAUSE 41 OF THE LISTING AGREEMENT. By Prince Gupta (CA Final Student) . WHAT IS LISTING AGREEMENT?. AGREEMENT BETWEEN STOCK EXCHANGE AND THE COMPANY DESIROUS OF GETTING THEIR SECURITIES LISTED WITH THE STOCK EXCHANGE. CLAUSE 41 OF THE LISTING AGREEMENT. APPLICABILITY:

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CLAUSE 41 OF THE LISTING AGREEMENT

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  1. CLAUSE 41 OF THE LISTING AGREEMENT By Prince Gupta (CA Final Student)

  2. WHAT IS LISTING AGREEMENT? AGREEMENT BETWEEN STOCK EXCHANGE AND THE COMPANY DESIROUS OF GETTING THEIR SECURITIES LISTED WITH THE STOCK EXCHANGE.

  3. CLAUSE 41 OF THE LISTING AGREEMENT APPLICABILITY: • Companies listed with stock exchange • W.e.f quarter ending March 2000 • Amendment to clause 41, w.e.f. July 1 2007

  4. REQUIREMENT AND TIME FRAME

  5. OTHER REQUIREMENTS Un-audited quarterly results • Shall be approved by Board of Directors • Subject to ‘Limited Review’ by the Auditors • Submit copy of Review Report to the Stock Exchange within two months of the close of the quarter.

  6. OTHER REQUIREMENTS • Furnish Segment-wise revenue, results and capital employed along with un-audited quarterly results • Comply with Accounting Standard 22- Accounting for Taxes on Income

  7. FORMATS The Listing agreement has specified formats for furnishing the quarterly results: • Un-audited financial results for the three months for listed Companies and separately for Banks • Quarterly Segment reporting • Format for publishing Annual Audited results • Review Report – Separately for Banks • Audit Report – Separately for banks.

  8. MANNER OF APPROVAL AND AUTHENTICATION OF FINANCIAL RESULTS • Approval by the Board of Directors or Committee thereof. • If approved by the Committee the results shall be placed before the Board at its next meeting. • CEO/CFO shall certify- Financial results do not contain any false or misleading statement/ figures and do not omit any material fact. • Committee to consists of not less than one third of the directors, include Managing Director and one independent Director. • Signing of the Financial Results by Managing Director/ Chairman/ Whole Time Director/ any other authorized Director. • Limited Review report to be placed before Board or Committee before submitting to the Stock exchange.

  9. REVIEW REPORT The review report specifies: • The statement is the responsibility of the Company’s management and has been approved by the Board of Directors. • Review consists of applying analytical procedures and making inquiries. • We do not express any opinion. • No material misstatement. • Formats have been prescribed in the Clause.

  10. OPTIONS AVAILABLE TO THE COMPANIES • Consolidated Quarterly/ Half yearly financial results along with un-audited results of Parent Company. Amended w.e.f 1st July 2007 • No un-audited results- if audited half yearly results published within 2 months from the close of the Half year. • No un-audited results- if audited yearly results published within 3 months from the end of last quarter of the financial year.

  11. DISCLOSURES • Material Event or transaction • Material non-recurring income/gain or expenditure/ loss • Effect of changes in accounting practices. • Seasonal nature of their activities. • Dividend paid or recommended including interim dividend. • Effect of changes in composition of the Company.

  12. DISCLOSURES • How is audit qualification addressed or if not addressed , its impact on profit/ loss. • If Company yet to commence commercial production: status of project, implementation and expected date of commissioning, Balance of unutilized money and manner in which such funds have been invested. • If changes in the accounting policies- previous year figures to be re-casted. • Investors complaints

  13. AMENDMENTS

  14. AMENDMENTS

  15. AMENDMENTS

  16. AMENDMENTS

  17. Changes in Format- Disclosure • Exceptional Items -Earlier required to be disclosed as footnote • Purchase of traded goods to be mentioned as separate line item. • Depreciation as separate line item • EPS both before and after extraordinary items. • Same format for both consolidated and stand alone. • Minority interest, share of associates and other related items • Annual audited results in the same format as quarterly results. Thanks You By Prince Gupta (CA Final Student)

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