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Capital Markets
Regulation 33 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 - At a Glance

This article details certain requirements of notified Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations 2015). Regulation
33 of the Listing Regulations 2015 corresponds to Clause 41 of the erstwhile Listing Agreement which
provided guidance on the requirements for financial results for equity listed entities. This article
seeks to provide an overview on some key changes made applicable in Regulation 33 as compared
to Clause 41. This article also discusses some key challenges faced by the entities in abiding by
Regulation 33. Read on to know more.
Introduction
Securities and Exchange Board of India (SEBI)
notified Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)

CA. Jiten Chopra and

CA. Tanbir Bhuie

(The authors are members of the

Institute. They may be reached
at jchopra03@gmail.com.)

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THE CHARTERED ACCOUNTANT

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Regulations, 2015 (Listing Regulations 2015) on

2nd September 2015. This regulation has been made
effective from the 90th day of this notification in
the Official Gazette i.e. 1st day of December, 2015
except for Regulation 23(4) (Passing of an ordinary
resolution instead of special resolution in case of
all material related party transactions subject to
related parties abstaining from voting on such
resolutions) and Regulation 31A (Reclassification
of Promoters as public shareholders under special
circumstances) which were made applicable with
immediate effect.

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Capital Markets
Broad Framework of Listing Regulations
Chapter I
: Preliminary section specifying
definitions and scope of Listing
Regulations 2015
Chapter II
: Principles governing disclosures
& obligations of Listed Entity
Chapter III
: Common obligations of Listed
Entities
Chapter IV
: Obligations of Listed Entity which
has listed its specified securities
Chapter V
:
Obligations of Listed Entity
which has listed its NonConvertible Debt Securities or
Non-Convertible
Redeemable
Preference Shares or both
Chapter VI
: Obligations of Listed Entity which
has listed its specified securities
and either Non-Convertible Debt
Securities or Non-Convertible
Redeemable Preference Shares or
both
Chapter VII : Obligations of Listed Entity which
has listed its Indian Depository
Receipts
Chapter VIII : Obligations of Listed Entity which
has listed its Securitised Debt
Instruments
Chapter IX
: Obligations of Listed Entity which
has listed its Mutual Fund Units
Chapter X&XI :
Duties & Obligations of the
Recognized Stock Exchange(s)
and procedures for action in case
of default
Chapter XII : Miscellaneous Provisions
Key requirements under Regulation 33 of
the Listing Regulations 2015
Regulation 33, which falls under Chapter IV of the
Listing Regulations 2015, provides guidance around
Financial Results of the equity listed entity which
can be quarterly and/or year-to-date financial results.
The financial results of the listed entities are required
to be prepared, reviewed/audited and published to
stock exchange(s) in India. The main requirement of
Regulation 33 of the Listing Regulations 2015 are as
follows:
a) The financial results of the listed entity shall
be prepared on the basis of accrual accounting
policy and shall be in accordance with uniform
accounting practices adopted by the entity for
all the periods.

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The listed entity shall ensure that the limited review

or audit reports submitted to stock exchange(s) are
given by an auditor who has subjected himself to
the peer review process of the Institute of Chartered
Accountants of India and holds a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India.

b) The financial results shall be prepared

in accordance with the recognition and
measurement principles laid down in
Accounting Standard 25 or Indian Accounting
Standard 34 (AS 25/Ind AS 34 Interim
Financial Reporting), as applicable, specified in
Section 133 of the Companies Act, 2013 read
with relevant rules framed thereunder.
c) The listed entity shall ensure that the limited
review or audit reports submitted to stock
exchange(s) are given by an auditor who has
subjected himself to the peer review process
of the Institute of Chartered Accountants of
India and holds a valid certificate issued by the
Peer Review Board of the Institute of Chartered
Accountants of India.
d) The listed entity shall make the disclosures
specified in Part A of Schedule IV of the Listing
Regulations 2015. These disclosures mainly
consist of changes in accounting policies,
impact of modification in opinion given in
respect of financial results, financial impact
of any new line of business, dividends paid or
recommended during the period, changes in
composition of listed entity, segment reporting
in accordance with relevant standards etc.
e) The financial results shall be approved by the
Board of Directors of the listed entity and shall
be signed by chairperson or managing director
or a whole time director or any other authorized
director.
f ) The limited review report shall be placed before
the board of directors, at its meeting which
approves the financial results.
g) The financial results must be submitted within
45 days of the end of each quarter, other than
the last quarter.
h) If listed entity is having subsidiaries, the entity
may submit quarterly/year-to-date consolidated
financial results by intimating to stock
exchange(s) that the entity opts to additionally

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Capital Markets
submit quarterly/year-to-date consolidated
financial results. This option must be taken in
first quarter of the financial year and should not
be changed during the financial year.
i) If unaudited financial results are submitted
by the listed entity, they shall be subjected to
limited review by statutory auditors of the
listed entity with limited review report issued
for the same. If audited financial results are
submitted, they shall be accompanied by an
audit report.
j) The listed entity shall submit annual audited
standalone/consolidated financial results,
within 60 days from the end of the financial
year along with audit report and Statement on
Impact of Audit Qualifications (for audit report
with modified opinion). However, in case of
audit reports with unmodified opinion(s), the
listed entity shall furnish a declaration to that
effect to the stock exchange(s) while publishing
the annual audited financial results.
k) The listed entity shall also submit the audited
financial results in respect of the last quarter
along-with the results for the entire financial
year, with a note stating that the figures of
last quarter are the balancing figures between
audited figures in respect of the full financial
year and the published year-to-date figures
upto the third quarter of the current financial
year, in case the last quarter is not separately
audited.
l) The listed entity shall also submit as part of its
standalone or consolidated financial results for
the half year, by way of a note, a statement of
assets and liabilities as at the end of the halfyear.
Key changes under Regulation 33 of
Listing Regulations 2015 as compared
to erstwhile Clause 41 of the Listing
Agreement
1) Option to publish consolidated results as per
IFRS have been discontinued under Regulation
33 of the Listing Regulations 2015. Accordingly,
listed companies will be required to submit
consolidated financial results as per existing
Indian Standards or Ind ASs as applicable.
IFRS results can be submitted additionally with
financial results in Indian GAAP.
2) As per Para B of Part A of Schedule IV of the
Listing Regulations 2015:

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THE CHARTERED ACCOUNTANT

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If the auditor has expressed any modified

opinion(s) in respect of audited financial
results submitted or published under this
para, the listed entity shall disclose such
modified opinion(s) and cumulative impact
of the same on profit or loss, net worth, total
assets, turnover/total income, earning per
share, total expenditure, total liabilities or any
other financial item(s) which may be impacted
due to modified opinion(s), while publishing or
submitting such results

Accordingly, audited financial results should
also disclose the impact of modifications in audit
opinion on net worth, total assets, turnover,
EPS, total expenditure, total liabilities and any
other relevant financial items apart from profit
or loss. However, in case of quarterly results of
first and third quarters where no balance sheet
is published, impact on net worth, total assets
and total liabilities may not be relevant.

It is not clear whether a modification in limited
review report is also to be disclosed. However,
as per Para C of Part A of Schedule IV of the
Listing Regulations 2015:

If the auditor has expressed any modified
opinion(s) or other reservation(s) in his audit
report or limited review report in respect of the
financial results of any previous financial year
or quarter which has an impact on the profit
or loss of the reportable period, the listed entity
shall include as a note to the financial results
(i) how the modified opinion(s) or other
reservation(s) has been resolved; or
(ii) if the same has not been resolved, the reason
thereof and the steps which the listed entity
intends to take in the matter
Accordingly, since the above disclosure is
required to be given in case of modification/
reservation in limited review report, it can
be concluded that disclosure requirement
of Para B of Part A of Schedule IV of the
Listing Regulations 2015 is also applicable to
modifications/reservations in limited review
reports.
3) Disclosures no longer required as part of
financial results for the following:
a. Public/promoter and promoter group
shareholding (However as earlier these are
to be filed with stock exchange(s) at least
on a quarterly basis).
b. Investor complaints pending at beginning

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Capital Markets
and end of the quarter including the
movement to be disclosed to the stock
exchange(s) separately from the results.
4) Information to be published in the newspaper
now limited to key parameters e.g. total income,
PAT, equity share capital, reserves, EPS.
Weblink to be given so that detailed results can
be seen. Annexure XI of SEBI circular dated
30 November 2015 on Formats for Publishing
Financial Results provides an abridged format
which entities can use for newspaper publishing
purpose.
5) If the listed entity has submitted both
standalone and consolidated financial results to
stock exchange(s), the listed entity shall publish
in a newspaper, consolidated financial results
along-with (1) Turnover, (2) Profit before tax
and (3) Profit after tax, on a stand-alone basis,
as a foot note; and a reference to the places,
such as the website of listed entity and stock
exchange(s), where the standalone results of the
listed entity are available.
6) Ind AS specific disclosures introduced:
a. Results for period covered by first Ind AS
financial statements to include disclosures
as per Ind AS 101 (to the extent applicable
for interim financial reports)
b. Comparatives for quarterly/annual results
should be Ind AS compliant.
Key challenges which the listed entities
might face
Applicability of Ind AS
Clause 5 of SEBI circular dated 30th November 2015
on Formats for Publishing Financial Results states
as follows:
Companies adopting Ind AS in terms of
Companies
(Indian
Accounting
Standards)
Rules, 2015 notified by the Ministry of Corporate
Affairs on 16 February 2015 while publishing
As per clause 41 of the erstwhile Listing Agreement,
in case the listed entity was having subsidiaries and
the entity opts to give consolidated financial results,
the entity was allowed to give the consolidated
results under IFRS. The Listing Regulations 2015
took away this right from the entities and mandated
financial results to be prepared under Indian
standards subject to subsequent exemption given
till 31st March 2016.

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quarterly/annual financial results under Regulation

33 of the Listing Regulations, 2015, shall ensure
that the comparatives filed along with such
quarterly/annual financial results are also Ind AS
compliant.
Accordingly, for listed entities falling under
the phase 1 of the Ind AS implementation, the
financial results of the quarter ended 30th June 2016
including the corresponding figures will have to be
prepared in accordance with Ind AS. Therefore, the
listed entities are required to prepare the financial
results for quarter ended 30th June 2015 as well as
for previous year/quarter ended 31st March 2016
under Ind AS as, the same needs to be presented as
corresponding figures in the financial results of the
quarter ended 30th June 2016.
Consolidated results under IFRS
As per clause 41 of the erstwhile Listing Agreement,
in case the listed entity was having subsidiaries
and the entity opts to give consolidated financial
results, the entity was allowed to give the consolidated
results under IFRS. The Listing Regulations 2015
took away this right from the entities and mandated
financial results to be prepared under Indian
standards subject to subsequent exemption given
till 31st March 2016. Going forward, such entities
would require to align the consolidated results as per
Indian Standards.
Conclusion
After a thorough reading of the Listing Regulations
2015, it can be concluded that, the basic objective
behind these changed regulations was to bring the
regime of listed entities in line with the Companies
Act, 2013 and also to bring all varied SEBI regulations
governing Equity, Debt, mutual funds, depository
receipts etc under one umbrella of regulations.
There are certain challenges and interpretational
issues which would be discussed and addressed over
a period of time.
THE CHARTERED ACCOUNTANT

Forgiveness does not change the past, but it does enlarge the future. - Paul Boose

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