Tuesday, April 6, 2010

SEBI amends equity listing agreement

SEBI vide circular CIR/CFD/DIL/1/2010 dated April 5, 2010 has amended the equity listing agreement to include the following listing conditions in the listing agreement:

Amendment to clause 24 – Requirement of auditors’ certificate for accounting treatment under schemes of arrangement: Listed companies from now on, while submitting the scheme of amalgamation / merger / reconstruction, etc. to the stock exchanges under clause 24(f) of the Equity Listing Agreement, should also submit to the concerned stock exchange, an auditors’ certificate to the effect that the accounting treatment contained in such schemes is in compliance with all the applicable accounting standards.

Amendment to clause 41(I)(c),(d)(e) and 41(VI)(b) – Revised timelines for submission and publication of financial results by listed entities: Listed companies should disclose, on standalone or consolidated basis, their quarterly (audited or un-audited with limited review), financial results within 45 days of the end of every quarter. Audited annual results on stand-alone as well as consolidated basis, should be disclosed within 60 days from the end of the financial year for those entities which opt to submit their annual audited results in lieu of the last quarter unaudited financial results with limited review. These amendments have been made with the view to streamline the submission of financial results by listed companies. This provision comes into force with immediate effect.

Insertion of Clause 41(I) (g) – Voluntary adoption of International Financial Reporting Standards (IFRS) by listed entities having subsidiaries: In order to familiarize listed companies with the IFRS requirements, SEBI decided to provide an option for listed companies having subsidiaries to submit their consolidated financial results either in accordance with the accounting standards specified in section 211(3C) of the Companies Act, 1956, or in accordance with IFRS. This provision comes into force with immediate effect.

Insertion of Clause 41(1) (h) – Requirement of a valid peer review certificate for statutory auditors: The limited review/statutory audit reports submitted to the stock exchanges should only be given by those auditors who have subjected themselves to the peer review process of ICAI and who hold a valid certificate issued by the ‘Peer Review Board’ of the said Institute. This would be applicable to all financial statements submitted by listed companies to the stock exchanges after appointment of auditors for accounting periods commencing on or after April 01, 2010.

Insertion of clause 41(V) (h) and Annexure IX – Interim disclosure of Balance Sheet items by listed entities: Listed companies should disclose within forty-five days from the end of the half-year, a statement of assets and liabilities in the specified format (as a note to their half-yearly financial results). This provision comes into force with immediate effect.

Modification in formats of limited review report and statutory auditor’s report: SEBI has amended the formats for submission of limited review reports by the statutory auditors and the formats for reports by the statutory auditors.

Insertion of Clause 49(II)(D)(12A) – Approval of appointment of ‘CFO’ by the Audit Committee: SEBI has decided that the appointment of the CFO of listed company should be approved by the Audit Committee before finalization of the same by the management. The Audit Committee, while approving the appointment, should assess the qualifications, experience & background etc. of the candidate. This provision comes into force with immediate effect.

A copy of the circular is available here.

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