DOs and DON'Ts for Companies while submitting quarterly / yearly Financial Results under clause 41 of the Listing Agreement

Given below are some general DOs and DON'Ts for Companies to be borne in mind while submitting quarterly / yearly Financial Results under clause 41 of the Listing Agreement.:

Do’s:

1.  Seven (7) clear calendar days’ notice of the Board meeting is required to be given to the Exchange. Hence, the date of notice to the Exchange and date of the meeting should be excluded while calculating the notice period. For eg. The notice to the Exchange given on November 1 shall be for the Board meeting to be held on November 9 or thereafter.

2. Financial Results are to be sent in the Format specified under clause 41 of listing Agreement i.e. Annexure I or II or III and IV appended thereto; along with the Limited Review i.e. Annexure V / VI, Audit Report i.e. Annexure VII / VIII.

3. Statement of Assets and Liabilities to be sent in the Format specified under clause 41(I)(ea) of listing Agreement i.e. Annexure IX appended thereto.

4. Denomination in which items in financial statement are expressed is to be clearly stated i.e. Rupees in Lacs. If company changes the stated denomination in any subsequent quarter, then it shall state the items of previous quarter / year in the new denomination provided it mentions in notes to account that it has changed its denomination.

5.       Financial Results are to be sent within 15 minutes from conclusion of Board Meeting through Fax / email followed by Hard copy.

6.       A clear Black & White print out of the Financial Results should be faxed at the Designated Fax Numbers without any shading or highlighted in colours that render the Financial Results illegible.

7. If the Company is sending REVISED Financial Results, the covering letter should mention specifically the items / figures that have been revised alongwith the reasons for the same.

8. Companies should Check on BSE website: www.bseindia.com under heading Corporate Announcements, as to whether Financial Results of company have been disseminated, if Financial Results uploaded on BSE website are not clear/visible then company should email .pdf file and excel sheet of Financial Results on the Exchange designated email id.: corp.relations@bseindia.com. Or contact BSE officials on the Telephone Numbers enumerated at the end of this note.

9. Financial Results are to be published within 48 hours, if there is a holiday, then the same may be published on the immediate preceding working day.

10.   The company should specify in the Title of the Financial Results and in relevant column, whether the Financial Results and items stated therein are Audited or Unaudited.

11.   Notes should specify any deviation from format or reason for non-submission of previous quarter / year comparable figures.

12.   The Company should email an excel sheet alongwith .pdf file of the Financial Results. This will enable early and speedy updation of Financial Results on bse website and any chance of figure mismatch would be reduced.

13.   In case of change in accounting year, the company should clearly specify the quarter / year end in the relevant columns. The notes of the Financial Results should specify that company has changed its accounting year and reason for non – comparable Financial Results.

14.   It is mandatory for companies to provide Pledge details in the format specified under clause 41 for submission of Financial Results.

15.   Where there are qualifications in the limited review report or the audit report, the company shall by way of note state how the same has been resolved, and if not resolved reasons therefor and the steps that they intend to take in the matter.

16.   Financial Results will be treated as incomplete if Company does not provide details such as EPS, public shareholding, face value, pledge shares/percentage and / or there is Totalling Mismatch i.e. the Internal Totals like Expenditure Total, Taxes Total are not tallying. Also if the same is not accompanied with the limited review report or the audit report as required, it will be considered as incomplete.

17.   Where segment reporting is applicable, the company shall submit the segment report alongwith the financial results.

18.   Financial Results should be authenticated / signed as specified in clause 41 (II) and sent vide a signed covering letter. Details of persons signing i.e. name and designation should be mentioned.

19.   The date of Board meeting in which the Financial Results have been approved should be mentioned at the beginning of the notes to the Financial Results.

20.   The company has to submit Audited Quarterly and Yearly Financial Results for the last quarter within 60 days from the end of the financial year. However, Audit Report need not be submitted in respect of audited final quarter and year-end financial results.

21.   The company should indicate in the first quarter of the financial year - whether it intends to publish standalone results or consolidated results and the same shall not be changed.

22.   Submission of standalone results is mandatory. Where the company also submits the consolidated results, it is mandatory to publish the consolidated results.

23.   The company also has to publish its Statement of Assets & Liabilities.

24.   The company re-submitting Financial Results due to amalgamation / scheme of arrangement should clearly specify in notes details regarding amalgamation, non-comparable Financial Results, deviations etc.

25.   Where dividend is also proposed while considering the financial results, the company should, if possible, also intimate the book closure/ record date alongwith the said Dividend, financial results.

Don’ts:

1. The Columns/Cells should not be dark shaded or colored. Figures will not be visible when the Company sends such Financial Results by FAX.

2. Check EPS figure: The Company incurs (Loss) and still the EPS is shown as a Positive figure. A Suitable note should be appended in such cases

3. Do not send unsigned Financial Results. As a good corporate governance practice, the name alongwith designation of Directors/ Officers signing the financial results should be mentioned.

4. Avoid using cut – paste method of giving Financial Results. Mistakes are made when previous quarter formats are used to prepare current quarter Financial Results. A thorough check of columns / rows and items should be done so as to avoid sending incorrect data.

5. Do not re-fax/email Financial Results after correcting clerical / typographical / totallying errors / omissions without mentioning in covering letter that Financial Results are being rectified and resent. Specify the items revised and reasons for revising Financial Results.

6. Hand Delivery of Financial Results should not be adopted as the only mode of submitting Financial Results.

7. Companies should not hold Board Meeting for financial results after the limitation period provided for in clause 41 (i.e. 45 days from end of each quarter/60 days from end of last quarter). Condonation of delay cannot be permitted by BSE under any circumstances.

Thanks & Regards

CS Nikhil Kalra

csnikhilkalra@gmail.com