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:  Companies listed with stock exchange  W.e.f quarter ending March 2000  Amendment to clause 41, w.e.f. July

REQUIREMENT AND TIME FRAME Inform stock exchange – specifying date of Board Meeting 7 days in advance Issue of press release- National newspaper and regional newspaper. Furnish quarterly un-audited/ audited financial results Within one month form the end of the quarter. Announcement to stock exchange Within 15 min. from closure of the Board meeting. Publish results in National and Regional newspaper. Within 48 hours of the closure of the Board Meeting.

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.

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

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.

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.

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.

OPTIONS AVAILABLE TO THE COMPANIES  Consolidated Quarterly/ Half yearly financial results along with un-audited results of Parent Company. Amended w.e.f 1 st 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.

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.

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

AMENDMENTS Clause Existing Requirement Revised Requirement Clause 41(I)(c )- Submission of Audited quarterly results Within two months from the end each quarter. Within one months from the end each quarter along with the audit report. Clause 41(I)(d)(i)- Companies opting to submit un-audited financial results for last quarter. No clause. Audited financial statements to be submitted in accordance with Clause 31 The audited annual financial results are also required to be submitted in manner prescribed in this clause. Clause 41 (IV) (b)- Companies with Subsidiaries Option to publish stand alone/ consolidated results on quarterly or half yearly basis. If Company submit both consolidated and stand alone financial results, it has the option to publish either stand alone or consolidated results subject to certain conditions.

AMENDMENTS Clause 41 (II) sub clauses (a) to (e)- Limited review report not required to be placed before the Board. To be placed before the Board or Committee. Clause 41(II)(c ) Financial results to be signed by the MD/ Director Chairman/ MD/ WTD/ Authorized Signatory Notice of Board Meeting atleast 7 days before At least 7 clear days for (excluding the date of intimation and the date of meeting) Format for Limited review report and Audit Report No format for audit report. Formats have been specified.

AMENDMENTS Clause 41(III)(b): Press Release In at least one national newspaper and one regional newspaper. At least one English Daily newspaper and one regional newspaper. Format for submitting quarterly results Prescribed Additional information to be provided. Clause 41(IV)(a) Difference between sum total of first, second, third and fourth quarterly un- audited results and audited results if more than 20%- explanation was required. - The variance in net profit or net loss after tax is in excess of 10% or 10 lakhs whichever is higher - The variance in exceptional and extraordinary items is in excess of 10% or Lakhs Clause 41(IV)(I)- Dividend disclosure Both Paid and recommended for all the quarters Information in respect of interim and/or final dividend –only in respect of financial results

AMENDMENTS Clause 41(IV)(f) and (h)- Compliance with accounting standard AS 22 and AS 17 In addition to comply with AS- 25 and AS -5 Disclosure for public shareholding On half yearly basis On quarterly basis Clause 41 (VII)(h) Quarter Last date of June, September., December and March Companies have flexibility to choose any three months for the quarter.

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)