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Amendment in SEBI LODR Regulations

SEBI, with the intent of investor protection and enabling them to take better and well informed investment decisions, has vide its Circulars dated 25th May 2016 and 27th May 2016 brought in certain amendments to the LODR Regulations (primarily Regulations 33 & 52). With these amendments SEBI has put in place a mechanism to review the audit qualifications contained in the audit reports of the listed entities.

These Regulations pertain to the requirements of submitting Financial Results of the Company. As per the extant provisions, alongwith the Audited results for the financial year, Form A/ Form B were needed to be submitted, depending upon there being any Auditors’ Qualifications or not.

Now, vide the above mentioned Circulars, it has been decided to do away with the requirement of filing Form A/ Form BThe listed Companies are now required to disseminate the cumulative impact of all the audit qualifications in a separate format, simultaneously, while submitting the annual audited financial results to the stock exchanges.

The provisions of the said Circulars are applicable for all the annual audited standalone / consolidated financial results submitted by the listed entities for the period ending on or after March 31, 2016. That is to say, even for the results for the FY 15-16-either already submitted or under the process of being submitted.

A brief gist of the said Circulars is as under:

1.The requirements of filing Form A/ Form B along with the annual financial results has been dispensed with.

  1. In case of Audit Reports with modified opinions (i.e. Qualified Audit Reports), a Statement on Impact of Audit Qualifications is needed to be submitted.
  2. The management of the listed entity shall have the option to explain its views on the audit qualifications
  3. Where the impact of the audit qualification is not quantified by the auditor, the management shall make an estimate. In case the management is unable to make an estimate, it shall provide reasons for the same. In both the scenarios, the auditor shall review and give the comments.
  4. Further, the said Statement is also needed to be given in the Company’s Annual Reports.
  5. Further, 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.
  6. Schedule VIII of the LODR Regulations has been deleted.
  7. These requirements are applicable for both listed equity shares and also listed NCDs/ NCRPSs.

Format of Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results – (Standalone and Consolidated separately)

Statement on Impact of Audit Qualifications for the Financial Year ended March 31

[Under Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

I. Sl. No. Particulars Audited Figures (as reported before adjusting for qualifications) Adjusted Figures (audited figures after adjusting for qualifications)
1 Turnover / Total Income
2 Total Expenditure
3 Net Profit/ (Loss)
4 Earnings Per Share
5 Total Assets
6 Total Liabilities
7 Net Worth
8 Any other financial item(s) (as felt appropriate by the management)
II. Audit Qualification (each audit qualification separately):
a. Details of Audit Qualification:
b. Type of Audit Qualification : Qualified Opinion / Disclaimer of Opinion / Adverse Opinion
c. Frequency of qualification: Whether appeared first time / repetitive / since how long continuing
d. For Audit Qualification(s) where the impact is quantified by the auditor, Management’s Views:
e. For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management’s estimation on the impact of audit qualification:
(ii) If management is unable to estimate the impact, reasons for the same:
(iii) Auditors’ Comments on (i) or (ii) above:
III. Signatories
CEO/Managing Director
CFO
Audit Committee Chairman
Statutory Auditor
Place:
Date: