Clause 41 of Listing Agreement , Issues and Solutions And Revised Schedule VI of the Companies Act 1956...

2. Introduction
The listing of securities is ensured by way of
an agreement called Listing Agreement
which is entered between a stock
exchange and the issuing company.
The listing rules and regulations have been
designed to safeguard the interests of
investors and to ensure transparency
through disclosures, proper supervision
and control over the dealings in the
conduct of listed companies in India.
Listing Agreement is of great importance as
it provides all the terms & conditions to
be complied by the company whose
securities are listed on the stock
exchange.

3. Clause 41- Unaudited
Quarterly Financial Results
All the listed Companies w. e.f. March, 2000 are
required to furnish the details of profit
earned/ loss incurred on quarterly basis in
the prescribed proforma to the stock
exchange.
The basic purpose of clause 41 is:
 to ensure transparency by bringing the
adequate information on corporate financial
performance in public domain .
 to provide a platform to the investors to take
a well-informed decision.

4. Preparation & Submission of
Financial Results
 The financial results filed and published in
compliance with this clause shall be
prepared on the basis of accrual
accounting policy .
 The quarterly and year to date results shall
be prepared in accordance with the
recognition and measurement principles laid
down in Accounting Standard 25 (AS 25 –
Interim Financial Reporting) issued by the
Institute of Chartered Accountants of India
(ICAI) / Company (Accounting Standards)
Rules, 2006, whichever is applicable.

5. Disclosure Requirements
 Submission of Quarterly, year to date and annual financial results to the
Stock Exchange.
 In respect of first 3 Quarters: the Company has an option either to submit
audited or unaudited Quarterly financials within 45 days from the end of the
Quarter:
 in case the Company opts to submit unaudited financials results, they
shall be subjected to Limited Review Report from the Statutory Auditors of
the Company.
 in case the Company opts to submit audited financial results, they shall be
accompanied by the audit report.

6. Disclosure Requirements
 In respect of last quarter, the Company is required to submit audited
financial results within 60 days from the end of the Quarter.
 As a part of its audited or unaudited financial results for the half-year, the
company shall also submit by way of a note, a statement of assets
and liabilities as at the end of the half-year.
 If the company has changed its name suggesting any new line of
business, it shall disclose the net sales or income, expenditure and net
profit or loss after tax figures pertaining to the said new line of
business separately in the financial results and shall continue to make such
disclosures for the three years succeeding the date of change in name.

7. Disclosure Requirements
 If the Company has subsidiaries (first three quarters):
 it may, in addition to submitting quarterly and year to date stand
alone financial results to the stock exchange within forty-five days of
the end of the quarter, also submit quarterly and year to date
consolidated financial results within forty-five days from the
end of the quarter.

8. Disclosure Requirements
 If the Company has subsidiaries (last quarter):
 while submitting annual audited financial results prepared on
stand-alone basis it shall also submit annual audited
consolidated financial results to the stock exchange within sixty
days from the end of the financial year.
 In case the company has subsidiaries and it opts to submit
consolidated financial results, it may submit the consolidated
financials as per IFRS

9. Other Requirements of Clause 41
Inform Stock Exchange- specifying At least 7 working days prior to the
the date of Board Meeting date of Meeting
Issue of Press Release- National
Newspaper and Regional Newspaper
Furnish Quarterly Unaudited along Unaudited Results: within 45 days
with Limited Review Report/ Audited from the end of the Quarter.
Financial Results along with Auditors
Report. Audited Results: within 60 days from
the end of the Quarter

10. Outcome of Board meeting Within 15 minutes of the closure of
the Board Meeting
Publish Results in national & Within 48 hours from the closure of
Regional Newspaper the Board meeting

11. Provisions of Clause 41: Recent amendments
S. Particulars Erstwhile Amendment
No. Provisions
1. Time limit for submission Within 30 days from the Within 45 days from the end
of Unaudited Financial end of Quarter of the Quarter
Results :
Under Clause 41 (I) (c) the
company has an option
either to submit audited or
unaudited quarterly and year
to date standalone financial
results to the stock
exchange within one month
of the end of each quarter
(other than the last quarter).
Under Clause 41 (I) (e)
company having subsidiaries
has an option to submit
consolidated financial results
in addition to standalone
financial results to the stock
exchange(s)

12. 2. Time period for submission of No time period Within 45 days from
Limited Review Report : prescribed the end of the Quarter
Under clause 41 (I) (c) (i) the along with financial
Company is required to submit results .
Limited Review Report if the
Company opts to submit unaudited
financial results in respect of first 3
Quarters .
3. Limited Review Report need not The company has to The company has to
be placed before Board again if place the limited place the limited
the variation does not exceed review report on un- review report on un-
10% or more: audited quarterly audited quarterly
Under Clause 41 (II) (d) a company financial results financial results
has to place the limited review before its Board of before its Board of
report on un-audited quarterly directors or the directors or the
financial results before its Board of committee thereof committee thereof
directors or the committee thereof (other than the audit (other than the audit
(other than the audit committee). committee), prior to committee) where the
submitting the same variation between un-
to the stock audited financials and
exchange. financials amended
pursuant to limited
review for the same
period, exceeds 10%.

13. 4. Disclosure of quarterly financial In order to give a better
results: comparative picture of
the quarterly financial
results, companies are
required to disclose
figures in respect of
immediately preceding
quarter as well in addition
to the existing
requirements and are
required to submit the
results of the last quarter
along with the audited
annual results.

14. 5. Option to submit audited or In respect of last In respect of last
unaudited financial results Quarter, the Company Quarter, the Company
(Clause 41 (i) (d)) has an option to is required to submit
submit unaudited audited financial
quarterly financial results for the entire
results. financial year

16. Clause 41 (I) (d) Clause 41 (I) (eaa)
 As per clause 41(I) (d), The company  As per clause 41(I) (eaa), when a
shall submit audited financial results for company opts to submit un-audited
the entire financial year, within sixty days financial results for the last quarter of
of the end of the financial year. The the financial year, it shall, submit a
company shall also submit the audited statement of assets and liabilities as at
financial results in respect of the last the end of the financial year only along
quarter along with the results for the with the audited financial results for
entire financial year, with a note that the the entire financial year, as soon as
figures of last quarter are the balancing they are approved by the Board.
figures between audited figures in respect
of the full financial year and the published
year to date figures up to the third quarter
of the current financial year.

17. Reporting Formats
 The Listing Agreement has specific formats for furnishing the Quarterly Results:
 Separate formats for disclosure of Quarterly results by the Listed Companies and Banks.
 Format for publishing Annual Audit Results.
 Format for Segment Reporting
 Review Report- Separately for Banks
 Audit Report- Separately for Banks

18. Manner of approval and
authentication of the financial results
 Unaudited Quarterly Results:
 Shall be approved 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
and do not omit any material fact.
 Subject to Limited Review by the Auditors.
 Signing of the Financial Results by the Managing Director/ Chairman/ Whole Time Director/
any other authorized Director.

19. Thank You…
Corporate Professionals Capital Pvt. Ltd
SEBI Registered Category I Merchant Banker
D-28, South Extension -I,
New Delhi-110 049
Ph: +91.11.40622200; FAX: +91.11.40622201
Contact: Anjali Aggarwal
Mobile: + 91 9971673336; Tel: +91.11.40622230
Email: anjali@indiacp.com