MASTER CIRCULAR
SEBI/HO/CFD/PoD2/CIR/P/2023/120 July 11, 2023
To
All listed entities1
All Recognized Stock Exchanges
All the Depositories
Other Stakeholders2
Madam / Sir,
Sub: Master circular for compliance with the provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 by listed entities
1. The Securities and Exchange Board of India had notified the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to
as “LODR Regulations”) which came into effect from December 1, 2015, replacing the erstwhile
listing agreement regime. Securities and Exchange Board of India, from time to time, has also been
issuing circulars pertaining to the compliance requirements specified in the LODR Regulations.
This Master Circular has been prepared in order to enable the users to have access to the
provisions of the applicable circulars, issued till June 30, 2023, at one place.
2. The Master Circular provides a chapter-wise framework for compliance with various obligations
under the LODR Regulations. For ease of reference, each chapter of this circular contains
footnotes corresponding to the respective circulars.
3. The circulars issued by Securities and Exchange Board of India listed out in the Appendix shall
stand rescinded with the issuance of this Master Circular. Notwithstanding such rescission,
a) anything done or any action taken or purported to have been done or taken under the rescinded
circulars, prior to such rescission, shall be deemed to have been done or taken under the
corresponding provisions of this Master Circular;
b) any reference in the other circulars/ guidelines issued by SEBI containing reference to the said
repealed circulars, shall be construed to be a reference to the corresponding provisions of this
Master circular;
c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder,
any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded
1 Unless otherwise specifically mentioned in this circular, the provisions of this master circular are applicable to
those entities that have listed their specified securities.
2 Other Stakeholders for the purpose of applicability of this master circular includes Statutory Auditors, Depository
Participants, Registrar and Transfer Agents, Material Subsidiaries of listed entities, e-voting service providers etc.
to whom specific provisions of this Circular are applicable.
Page 1 of 230
circulars, any penalty, incurred in respect of any violation committed against the rescinded
circulars or any investigation, legal proceeding or remedy in respect of any such right, privilege,
obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars
have never been rescinded.
4. The Recognized Stock Exchanges and Depositories are directed to
a) bring the contents of this circular to the notice of the all the stakeholders;
b) put in place necessary systems and infrastructure for monitoring and implementation of this
circular.
5. This circular is issued in exercise of the powers conferred under sections 11(1) and 11A of the
Securities and Exchange Board of India Act, 1992 and regulation 101 of the LODR Regulations.
6. The circular is available on SEBI website at www.sebi.gov.in under the category 'Legal' -> ‘Master
Circulars’.
Yours faithfully,
Yogita Jadhav
General Manager
Corporation Finance Department
Policy and Development
+91-22-26449583
yogitag@sebi.gov.in
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TABLE OF CONTENTS
Chapter Section Subject Page No.
I UNIFORM LISTING AGREEMENT
I-A Uniform Listing Agreement 7
II PERIODIC DISCLOSURES (NON-FINANCIAL)
II-A Holding of specified securities and shareholding pattern 8-11
II-B Report on compliance with the Corporate Governance 12
provisions specified in the LODR Regulations
II-C Disclosure norms for Indian Depository Receipts 13
III FINANCIAL DISCLOSURES
III-A Disclosure of financial results, statement on impact of audit 14-17
qualifications and the procedure and formats for limited
review / audit reports submitted by listed entities
III-B Disclosures and other obligations of listed entities in 18-20
relation to Related Party Transactions
III-C Statement of Deviation or Variation for proceeds of public 21
issue, rights issue, preferential issue, Qualified Institutions
Placement etc.
IV ANNUAL DISCLOSURES
IV-A Annual secretarial audit report and annual secretarial 22
compliance report for listed entities and their material
subsidiaries
IV-B Business responsibility and sustainability reporting by 23
listed entities
V EVENT-BASED DISCLOSURES
V-A Disclosure of material events / information by listed entities 24
under regulation 30 of the LODR Regulations
V-B Disclosures by listed entities of defaults on payment of 25-27
interest/ repayment of principal amount on loans from
banks / financial institutions and unlisted debt securities
V-C Disclosure of divergence in the asset classification and 28
provisioning by banks
V-D Resignation of statutory auditors from listed entities and 29-31
their material subsidiaries
VI OTHER OBLIGATIONS AND DISCLOSURE
REQUIREMENTS
VI-A Manner of achieving minimum public shareholding 32-34
VI-B Format for submission of voting results 35
VI-C e-voting facility provided by listed entities 36-37
VI-D Guidance Note on Board Evaluation by listed entities 38
VI-E Disclosures regarding commodity risks by listed entities 39
VI-F Standard Operating Procedures for dispute resolution 40
available under the stock exchange arbitration mechanism
for disputes between a listed entity and its
shareholder(s)/investor(s)
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Chapter Section Subject Page No.
VI-G Grievance resolution between listed entities and proxy 41
advisors
VI-H Implementation of certain recommendations of the 42
Committee on Corporate Governance headed by Mr. Uday
Kotak
VI-I Applicability of regulation 40(1) of LODR Regulations to 43
buybacks and delisting of securities of listed entities
VI-J Relaxation from compliance with certain provisions of the 44
LODR Regulations
VII PENAL ACTIONS FOR NON-COMPLIANCE
VII-A Non-compliance with certain provisions of the LODR 45-53
Regulations and the Standard Operating Procedure for
suspension and revocation of trading of specified securities
VII-B Non–compliance with the Minimum Public Shareholding 54-56
requirements
LIST OF ABBREVIATIONS 5-6
ANNEXURES 57-224
APPENDIX 225-230
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LIST OF ABBREVIATIONS
ADR American Depository Receipt
AGM Annual General Meeting
AS Accounting Standards
BIFR Board for Industrial and Financial Reconstruction
Board Securities and Exchange Board of India
BRR Business Responsibility Report
BRSR Business Responsibility and Sustainability Reporting
CEO Chief Executive Officer
CFO Chief Financial Officer
CFS Consolidated Financial Statements
CIN Corporate Identification Number
CSR Corporate Social Responsibility
DIN Director Identification Number
DR Depository Receipt
ESG Environmental, Social and Governance
ESOS Employee Stock Option Scheme
ESP E-Voting Service Provider
ETF Exchange Traded Fund
FCCB Foreign Currency Convertible Bond
GDR Global Depository Receipt
GRI Global Reporting Initiative
ICAI Institute of Chartered Accountants of India
ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
ICSI Institute of Company Secretaries of India
IDR Indian Depository Receipts
IGP Innovators Growth Platform
Ind-AS Indian Accounting Standards
IRDAI Insurance Regulatory and Development Authority of India
ISIN International Securities Identification Number
KMP Key Managerial Personnel
LODR Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
/ SEBI LODR /
LODR
MPS Minimum Public Shareholding
NBFC Non-Banking Financial Company
NCD Non-Convertible Debentures
NCRPS Non-Convertible Redeemable Preference Shares
NFRA National Financial Reporting Authority
NGRBC National Guidelines on Responsible Business Conduct
NPA Non-Performing Asset
NRC Nomination and Remuneration Committee
OFS Offer for Sale
OTC Over-the-Counter
PAN Permanent Account Number
PCS Practising Company Secretary
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QIP Qualified Institutions Placement
RPT Related Party Transaction
RTA Registrar to an Issue and Share Transfer Agent
SA Standards on Auditing
SASB Sustainability Accounting Standards Board
SBO Significant Beneficial Owner
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India
SIA Social Impact Assessment
SME Small and Medium Enterprises
SOP Standard Operating Procedure
SRC Stakeholders Relationship Committee
SRE Standard on Review Engagements
TCFD Task Force on Climate-related Financial Disclosures
UDIN Unique Document Identification Number
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CHAPTER I: UNIFORM LISTING AGREEMENT
Section I-A: Uniform Listing Agreement3
1. The requirement of executing a listing agreement with the Stock Exchange is specified under
different regulations related to initial issuance of capital, the details of which are as under:
Type of Regulation Regulation No.
Securities
Specified Securities Securities and Exchange Board of India Regulations 7(1)(a),
(Equity & Convertible (Issue of Capital and Disclosure 62(1)(a), 104(1)(a),
Securities on Main Board Requirements) Regulations, 2018 183 (3)(a) and
or SME or IGP) or Indian 230(1)(a) read with
Depository Receipts Schedule XIX
Non-Convertible Securities and Exchange Board of India Regulation 19
Securities (Issue and Listing of Non-Convertible
Securities) Regulations, 2021
Securitised Debt Securities and Exchange Board of India Regulation 35A
Instruments (Issue and Listing of Securitised Debt
Instruments and Security Receipts)
Regulations, 2008
Mutual Funds Securities and Exchange Board of India Regulation 31B
(Mutual Funds) Regulations, 1996
2. In order to give effect to the requirements of above-mentioned regulations, a simplified listing
agreement which is uniform across all types of securities/listed entities is prescribed in
Annexure 1 to this circular.
3. A listed entity which had previously entered into agreement(s) with a recognized Stock
Exchange(s) to list its securities was required to execute a fresh listing agreement with such
Stock Exchange within six months of the date of notification of the LODR Regulations.
Notwithstanding such novation, any action taken or purported to have been done or taken by
the Stock Exchanges or SEBI, any enquiry or investigation commenced or show-cause notice
issued in respect of the erstwhile listing agreement shall be deemed to have been done or taken
under the corresponding provisions of the LODR Regulations in force.
********
3 CIR/CFD/CMD/6/2015 dated October 13, 2015. The LODR Regulations was notified on September 2, 2015 and
came into effect from December 1, 2015, except for regulations 23(4) and 31A which were immediately effective.
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CHAPTER II: PERIODIC DISCLOSURES (NON-FINANCIAL)
Section II-A: Holding of specified securities and shareholding pattern4
1. Regulation 31 of the LODR Regulations deals with the disclosure of shareholding pattern (also
referred to as holding of specified securities) and manner of maintaining shareholding in
dematerialized format.
2. Manner of representation of holding of specified securities
2.1 The holding of specified securities shall be divided into the following 3 categories viz.
Promoter and Promoter Group, Public and Non-Promoter Non-Public.
2.2 ‘Promoter and Promoter Group’ shall have the same meaning as defined under Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018. The holding of promoter(s) and promoter group must be segregated as provided in
Table II of Annexure 2 to this circular.
2.3 The details of the shareholding of the promoters and promoter group, public shareholders
and non-public non-promoter shareholders must be accompanied with Permanent Account
Number (PAN) (first holder in case of joint holding). Further, the shareholding of the
promoter and promoter group, public shareholders and non-public non-promoter
shareholders is to be consolidated on the basis of the PAN and folio number to avoid
multiple disclosures of shareholding of the same person.
2.4 In the disclosure of Public Shareholding:
2.4.1 Names of the shareholders holding 1% or more than 1% of shares of listed entity is
to be disclosed.
2.4.2 Names of the shareholders who are persons acting in concert, if available, shall be
disclosed separately.
2.5 Shares against which Depository Receipts have been issued:
2.5.1 As per Securities Contracts (Regulation) Rules, 1957 and Depository Receipts
Scheme, 2014, the shares of a listed entity underlying the depository receipts shall
form part of the public shareholding of the company only if the holder of such
depository receipts has the right to issue voting instruction and such depository
receipts are listed on an international exchange.
2.5.2 Accordingly, the underlying shares, against which depository receipts have been
issued, held by any person belonging to Promoter and Promoter Group, shall be
disclosed under category ‘Promoter and Promoter Group’. The shares which are held
4 CIR/CFD/CMD/13/2015 dated November 30, 2015; SEBI/HO/CFD/CMD/CIR/P/2017/128 dated December 19,
2017; SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated December 7, 2018;
SEBI/HO/CFD/CMD1/CIR/P/2019/36 dated March 12, 2019; SEBI/HO/CFD/CMD/CIR/P/2021/616 dated August
13, 2021 and SEBI/HO/CFD/PoD-1/P/CIR/2022/92 dated June 30, 2022.
Page 8 of 230
by persons other than Promoter and Promoter Group and satisfying the above
conditions would be classified under the category ‘Public Shareholding’.
2.5.3 The underlying shares, against which depository receipts have been issued, of a
listed entity not satisfying the conditions at paragraph 2.5.1 above which are held by
Public Shareholders shall be classified under the category ‘Non-Public Non-Promoter
shareholding’.
2.6 The listed entity shall ensure that shareholding of employee trusts and schemes are shown
separately in relevant categories in terms of Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
3. Manner of calculation of shareholding
3.1 The categories as defined at paragraph 2.1 above:
a) Promoter and Promoter Group (A)
b) Public (including shares underlying DRs which fulfill the conditions laid down in Rule
2(e) of Securities Contracts (Regulation) Rules, 1957) (B)
c) Non-Promoter Non-Public (C)
i. Shares held by DR Holders (which don’t fulfill the conditions laid down in
Rule 2(e) of Securities Contracts (Regulation) Rules, 1957) (C1)
ii. Shares held by Employee Benefit Trust under Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (C2)
3.2 Total Shareholding for the purpose of calculating the public shareholding shall be
calculated as (A+B+C2) in line with requirements of Depository Receipts Scheme, 2014,
Securities Contracts (Regulation) Rules, 1957 and Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
3.3 Percentage of promoter Shareholding shall be calculated as A/(A+B+C2) * 100.
3.4 Percentage of public Shareholding shall be calculated as B/(A+B+C2) * 100.
4. Formats: The format5 for disclosure of shareholding pattern of a listed entity is placed at
Annexure 2. The format contains six separate disclosures, the details of which are given below:
4.1 Summary statement showing holding of specified securities of the listed entity as per
Table-I.
4.2 Statement showing holding of specified securities by the Promoter and Promoter Group as
per Table-II.
5 The initial circular dated November 30, 2015 contained Tables I, II, III and IV which were effective from
December 1, 2015. Table V was made effective from the quarter ended June 30, 2019. Table VI was made
effective from the quarter ended September 30, 2022. Table II was modified vide circular dated August 13, 2021.
Table III and IV were modified vide circular dated June 30, 2022 and the revised Table III and IV were effective
from the quarter ended September 30, 2022.
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4.3 Statement showing holding of specified securities by the public shareholders as per Table-
III.
4.4 Statement showing holding of specified securities by the Non-Promoter Non-Public
shareholders as per Table-IV.
4.5 Statement showing details of significant beneficial owners as per Table V (see paragraph
5 below).
4.6 Statement showing foreign ownership limits as per Table VI (see paragraph 6 below).
5. The details pertaining to significant beneficial owners shall be displayed in the format specified
in Table V of Annexure 2 by listed entities that are reporting companies as per Companies
(Significant Beneficial Owners) Rules, 2018, as amended from time to time. The terms used in
this paragraph and in Table V shall have the same meaning as assigned in Companies
(Significant Beneficial Owners) Rules, 2018, as amended from time to time.
6. All listed entities shall also disclose details pertaining to foreign ownership limits indicating the
board approved limits and utilization in the format prescribed in Table VI of Annexure 2 to this
circular.
7. Holding of specified securities in dematerialized form:
7.1 Regulation 31(2) of the LODR Regulations mandates the listed entities to ensure that 100%
of shareholding of promoter(s) and promoter group is in dematerialized form and the same
is maintained on a continuous basis in the manner specified by the Board. The listed entity
shall take into consideration the following exemptions while arriving at compliance with
100% promoter(s) holding in dematerialized form:-
a) promoter(s) shares which were sold in physical mode and have not been
lodged for transfer with the listed entity;
b) matters that are sub-judice before any Court/Tribunal, concerning
shareholding of promoters/promoter group either in part or in entirety; or
c) shares that cannot be converted into dematerialized form due to death of
any promoter(s);
7.2 For availing the exemption under paragraph 7.1(a) to (c) above, the listed entity shall
approach Stock Exchange(s) along with necessary documentary evidence.
7.3 In case any such exemption has been granted to the listed entity the same must be stated
in summary statement and given separately and information should be given separately in
the Annexure.
7.4 Further, at least 50% of non-promoter holding shall be held in dematerialized form. The
listed entity shall take necessary steps for achieving the same.
7.5 While computing the requirement of minimum 50% shareholding of non-promoters in
dematerialized form in a company, the government holding in non-promoter category may
be excluded.
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8. Display of holding of specified securities on website of Stock Exchange(s)
8.1 If the listed entity confirms that any particular instrument is not issued or there are no
encumbered/ pledged shares and locked-in shares, respective columns will not be
displayed by the Stock Exchange(s) on their website. The declaration given by the listed
entity in this regard would be displayed by Stock Exchange(s).
8.2 The Stock Exchange(s) shall also ensure that PAN numbers so disclosed in different tables
are not displayed on the website of Stock Exchange(s).
8.3 The Depositories shall provide the shareholding data to listed entities in the requisite
categorization as specified in this Section.
9. Listed entities shall disclose the shareholding pattern in the formats specified above for the
purpose of compliance with regulation 31(1) of the LODR Regulations.
*************
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Section II-B: Report on compliance with the Corporate Governance provisions
specified in the LODR Regulations6
1. The applicability of the corporate governance provisions of the LODR Regulations i.e.,
regulations 17 to 27 and certain provisions of regulation 46 and Schedule V, is specified in
regulation 15(2) of the LODR Regulations.
2. In terms of regulation 27(2) of LODR Regulations, the listed entity is required to submit a
quarterly compliance report on corporate governance in the format specified by the Board from
time to time, to recognised Stock Exchange(s).
3. Accordingly, the submission of compliance report on Corporate Governance shall be as under:
a) Annexure 3 – on quarterly basis
b) Annexure 4 – at the end of the financial year
c) Annexure 5 – at the end of 6 months from the close of financial year
d) Annexure 6 – on a half yearly basis.
4. Listed entities shall submit the compliance report on corporate governance as per the formats
specified above. In case of non-applicability of the corporate governance provisions, the listed
entity shall submit a declaration to that effect, duly signed by the compliance officer or the chief
executive officer accompanied by a certificate from a PCA or a PCS, to the Stock Exchange(s),
at the beginning of every financial year.
*****
6 SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2021.
The initial format for compliance report on corporate governance was specified vide circular dated September 24,
2015 which was subsequently revised (after implementation of the Kotak Committee recommendations) vide
circular dated July 16, 2019 and effective from the quarter ended September 30, 2019. The circular dated May
31, 2021 introduced a new annexure (Annexure 6 of this master circular) on disclosure of loans / guarantees /
securities provided by the listed entity to promoter / promoter group / directors / KMPs or entities controlled by
them. The format was effective from the first half year of the financial year 2021-22.
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Section II-C: Disclosure norms for Indian Depository Receipts7
1. In terms of sub-regulation (1) of regulation 69 of the LODR Regulations, listed entities shall file
with the stock exchange the Indian Depository Receipt (IDR) holding pattern on a quarterly
basis within fifteen days of end of the quarter in the format specified by SEBI. Accordingly,
every listed entity that has issued IDRs shall file the holding pattern with the stock exchanges
as per Annexure 7.
2. Further, sub-regulation (1) of regulation 72 of the LODR Regulations requires the listed entity
to comply with the corporate governance provisions as applicable in its home country and other
jurisdictions in which its equity shares are listed and sub-regulation (2) of regulation 72 requires
such a listed entity to submit to the stock exchange, a comparative analysis of the corporate
governance provisions that are applicable in its home country and in the other jurisdictions in
which its equity shares are listed along with the compliance of the same vis-à-vis the corporate
governance requirements applicable under regulation 17 to regulation 27, to other listed
entities.
3. To give effect to sub-regulation (2) of regulation 72, listed entities shall be guided by the formats
specified in Annexures 3-6 of this circular. The listed entity shall include an additional column
confirming whether the requirement in the row item, originating from the LODR Regulations, is
applicable in its home country and other jurisdictions in which its equity shares are listed. Such
reports shall follow the periodicity applicable in its home country and other jurisdictions in which
its equity shares are listed.
4. The information furnished by the listed entity to the stock exchanges in terms of sub- regulation
(1) of regulation 69 and sub-regulation (2) of regulation 72 shall also be disclosed on the website
of the such listed entity.
5. Further, sub-regulation (3) of regulation 76 of the LODR Regulations specifies that IDRs shall
have two-way fungibility in the manner specified by the Board from time to time. Accordingly,
the listed entity shall be guided by the procedure for partial two-way fungibility within the
available headroom as per Annexure 8 to this circular.
******
7 CIR/CFD/CMD/9/2015 dated November 4, 2015, effective from December 1, 2015.
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CHAPTER III: FINANCIAL DISCLOSURES
Section III-A: Disclosure of financial results, statement on impact of audit qualifications
and the procedure and formats for limited review / audit reports submitted by listed
entities
1. In order to enable investors to make well-informed investment decisions, timely, adequate and
accurate disclosure of financial results on a periodical basis is critical. Towards this end,
regulation 33 of the LODR Regulations has specified various requirements with respect to
submission of financial results viz., quarterly / annual financial results (audited / unaudited),
limited review of unaudited financial results, disclosure of impact of audit qualifications etc. This
Section deals with the procedure and / or formats for the aforesaid requirements. The
requirements specified in this Section shall apply to the listed banking and insurance companies
with exceptions / modifications as provided in the relevant paragraphs.
(A) Formats for submission of financial results8:
2. To ensure comparability between financial results, uniformity and parity in disclosures made by
listed entities across stock exchanges is essential. Regulation 33(4) of the LODR Regulations
states that the formats of financial results shall be in the manner as specified by the Board.
3. Therefore, the formats for unaudited / audited quarterly financial results i.e., Statement of Profit
and Loss and the unaudited / audited half-yearly balance sheet to be submitted by listed entities
shall be as per the formats for balance sheet and statement of profit and loss (excluding notes
and detailed sub-classification) as prescribed in Schedule III to the Companies Act, 2013, as
amended from time to time. Listed banking and insurance companies shall follow the formats
as prescribed under the respective Acts / Regulations and / or as specified by the sectoral
regulators.
4. The statement of cash flows shall be in terms of the relevant accounting standard i.e.,
Accounting Standard 3 or Indian Accounting Standard 7, as applicable.
5. While publishing the quarterly financial results, listed entities shall also publish the figures
relating to the periods as mentioned below:
Particulars 3 months Preceding 3 Corresponding Year to date Year to date Previous year
ended months 3 months figures for the for the ended
(dd/mm/yyyy) ended ended in the current period previous year (dd/mm/yyyy)
(dd/mm/yyyy) previous year ended ended
(dd/mm/yyyy) (dd/mm/yyyy) (dd/mm/yyyy)
(Audited / (Audited / (Audited / (Audited / (Audited / (Audited)
Unaudited) Unaudited) Unaudited) Unaudited) Unaudited)
8 CIR/CFD/CMD/15/2015 dated November 30, 2015; CIR/CFD/FAC/62/2016 dated July 5, 2016;
CIR/CFD/DIL/115/2016 dated October 24, 2016.
The circular dated November 30, 2015 had prescribed the formats for submission of financial results which were
discontinued after the period ended December 31, 2016 (circular dated July 5, 2016). From the quarter / half-year
/ year ended March 31, 2017, the formats were linked to the Companies Act, 2013 or as prescribed by the sectoral
regulators. The format for publication of financial results in the newspaper was modified by the July 5, 2016
circular. The October 24, 2016 circular dealt with disclosures by listed insurance companies.
Page 14 of 230
However, the annual audited financial results may not include columns and figures related to
the previous quarter, year to date results and corresponding three months in the previous year.
6. The quarterly / annual segment information published in compliance with the requirements as
specified under Accounting Standard 17 / Indian Accounting Standard 108 shall contain the
following minimum information:
a) Segment revenue (including inter-segment revenue);
b) Segment results;
c) Segment Assets;
d) Segment Liabilities.
Unallocated items, wherever applicable, shall be shown separately in respect of the above
information. Aggregate inter-segment revenue shall be shown as a deduction from the
segment revenue.
7. The applicable Accounting Standards for the financial results are those standards mandated
under section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder /
issued by ICAI, as applicable. The classification / disclosure of items in the financial results
shall be in accordance with the Schedule III of the Companies Act, 2013 or its equivalent
formats in other statutes, as applicable.
8. The financial results published in the newspapers in terms of regulation 47(1)(b) of the LODR
Regulations shall be in the format as specified in Annexure 9 to this circular. The banking and
insurance companies may include additional disclosures, if any, specified by the sectoral
regulators.
(B) Disclosure of reasons for delay in submission of financial results9
9. In terms of regulation 33(3) of the LODR Regulations, the quarterly (audited / unaudited) and
the annual (audited) financial results have to be submitted within a period of 45 days and 60
days, respectively, from the end of the quarter / financial year.
10. As mentioned above, timely, adequate and accurate disclosure of financial results is critical to
enable investors to make well-informed investment decisions. Though stock exchange(s) levy
penalty on listed entities for non-submission of financial results within the stipulated time,
investors need to know the reasons for such delay as it may have an impact on their investment
decision.
11. Therefore, if a listed entity does not submit its financial results in accordance with the timelines
specified in regulation 33(3) of the LODR, the listed entity shall disclose detailed reasons for
such delay to the stock exchanges within one working day of the due date of submission for the
results as required under the regulations. However, if the decision to delay the results was
taken by the listed entity prior to the due date, the listed entity shall disclose detailed reasons
for such delay to the stock exchanges within one working day of such decision.
9 CIR/CFD/CMD-1/142/2018 dated November 19, 2018
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(C) Procedure and formats for limited review / audit report of the listed entity and those
entities whose accounts10
12. In terms of regulation 33(8) of the LODR Regulations, the statutory auditor of a listed entity shall
undertake a limited review of the audit of all the entities / companies whose accounts are to be
consolidated with the listed entity as per the relevant accounting standard (AS 21 / Ind-AS 110)
in accordance with guidelines issued by the Board on this matter.
13. Therefore, all listed entities whose equity shares and convertible securities are listed on a recognised
stock exchange, all statutory auditors of such entities, all entities whose accounts are to be
consolidated with the listed entity and the statutory auditors of entities whose accounts are to be
consolidated with the listed entity (referred to as 'parties to the limited review' for easy reference in
the Annexure 10) shall follow the procedure, as applicable, given at Annexure 10 to this circular.
14. The formats for limited review / audit report to be provided by the statutory auditor is given at
Annexure 11. A summary of the formats, as per applicability, is placed below for easy
reference.
Sl. Format No. Audited/ Periodicity Standalone/ Brief description of
No. For listed For Unaudited Consolidated the formats
entities other Banks results
than banks (B
and formats)
insurance
companies
(C formats)
1. C1 B1 Unaudited Quarterly Standalone Format for the
Limited Review
Report on quarterly
and year to date
results
2. C2 B2 Audited Quarterly Standalone When an Unmodified
Opinion is expressed
on the Quarterly and
year to date financial
results
3. C3 B3 Unaudited Quarterly Consolidated Independent
Auditor’s Review
Report on Review of
Consolidated
Unaudited Quarterly
and Year to date
Financial Results.
10 CIR/CFD/CMD1/44/2019 dated March 29, 2019 and CIR/CFD/CMD1/ 80 /2019 dated July 19, 2019.
The formats for limited review and audit reports were prescribed vide the circular CIR/CFD/CMD/15/2015 dated
November 30, 2015 and revised vide circular dated March 29, 2019 (effective April 1, 2019) after implementation
of the Kotak Committee recommendations. The formats were further revised vide circular dated July 19, 2019
(except C3 and B3) due to revision in the Standards on Auditing and the revised formats were effective for the
financial results for the quarter ended September 30, 2019 and thereafter.
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4. C4 B4 Audited Quarterly Consolidated When an Unmodified
Opinion is expressed
on consolidated
audited quarterly and
year to date financial
results
5. C5 B5 Audited Annual Consolidated When an Unmodified
Opinion is expressed
on consolidated
audited annual
financial results
15. The listed insurance companies shall follow formats as prescribed by IRDAI.
16. The aforesaid provisions shall be in addition to and not affect the norms and procedures with
respect to limited review specified under regulation 33(3)(c) of the LODR Regulations.
(D) Disclosure of the Impact of Audit Qualifications by listed entities11:
17. In terms of regulation 33(3)(d) and Schedule IV of the LODR Regulations, audit report with
modified opinion shall be accompanied by a Statement on Impact of Audit qualifications.
Further, in terms of regulation 33(4), the Statement on Impact of Audit Qualifications for audit
report with modified opinion shall be in the manner as specified by the Board.
18. Therefore, every listed entity shall submit the Statement on Impact of Audit Qualifications, for
audit report with modified opinion, in the format specified at Annexure 12 to this circular. The
management of the listed entity shall have the option to explain its views on the audit
qualifications. The recognized stock exchange(s) shall review the aforesaid statement in terms
of regulation 95 of the LODR Regulations and monitor it as part of its regular monitoring as
specified in regulation 97 of the LODR Regulations.
19. For audit reports with unmodified opinion, the listed entity shall furnish a declaration to that
effect to the stock exchange(s) while submitting the audited financial results.
******
11 CIR/CFD/CMD/56/2016 dated May 27, 2016.
The format prescribed in circular CIR/CFD/CMD/15/2015 dated November 30, 2015 was revised vide the circular
dated May 27, 2016 and was made applicable for the financial results submitted for the period ended on or after
March 31, 2016.
Page 17 of 230
Section III-B: Disclosure and other obligations of listed entities in relation to Related
Party Transactions12
1. Regulation 23(9) of the LODR Regulations inter-alia requires listed entities to disclose Related
Party Transactions (RPTs), on a half-yearly basis, in the format specified by the Board and
within the timelines specified in the regulations.
2. Accordingly, listed entities shall make RPT disclosures in the format specified in Annexure
13 to this circular.
3. Further, it has been decided to specify the information to be placed before the audit committee
and the shareholders for consideration of RPTs. The same is detailed in the following
paragraphs.
(A) Information to be reviewed by the Audit Committee for approval of RPTs
4. The listed entity shall provide the following information, for review of the audit committee for
approval of a proposed RPT:
a. Type, material terms and particulars of the proposed transaction;
b. Name of the related party and its relationship with the listed entity or its subsidiary,
including nature of its concern or interest (financial or otherwise);
c. Tenure of the proposed transaction (particular tenure shall be specified);
d. Value of the proposed transaction;
e. The percentage of the listed entity’s annual consolidated turnover, for the immediately
preceding financial year, that is represented by the value of the proposed transaction
(and for a RPT involving a subsidiary, such percentage calculated on the basis of the
subsidiary’s annual turnover on a standalone basis shall be additionally provided);
f. If the transaction relates to any loans, inter-corporate deposits, advances or investments
made or given by the listed entity or its subsidiary:
i. details of the source of funds in connection with the proposed transaction;
ii. where any financial indebtedness is incurred to make or give loans, interoperate
deposits, advances or investments,
 nature of indebtedness;
 cost of funds; and
 tenure;
iii. applicable terms, including covenants, tenure, interest rate and repayment
schedule, whether secured or unsecured; if secured, the nature of security; and
iv. the purpose for which the funds will be utilized by the ultimate beneficiary of such
funds pursuant to the RPT.
12 SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 (effective from April 1, 2022; the submission
from the half year ended March 31, 2022 or thereafter was in the new format);
SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated March 30, 2022 and SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated April
8, 2022.
Page 18 of 230
g. Justification as to why the RPT is in the interest of the listed entity;
h. A copy of the valuation or other external party report, if any such report has been relied
upon;
i. Percentage of the counter-party’s annual consolidated turnover that is represented by
the value of the proposed RPT on a voluntary basis;
j. Any other information that may be relevant.
5. The audit committee shall also review the status of long-term (more than one year) or
recurring RPTs on an annual basis. Further, an RPT for which the audit committee has
granted omnibus approval shall continue to be placed before the shareholders if it is material
in terms of regulation 23(1) of the LODR Regulations.
(B) Information to be provided to shareholders for consideration of RPTs
6. The notice being sent to the shareholders seeking approval for any proposed RPT shall, in
addition to the requirements under the Companies Act, 2013, include the following information
as a part of the explanatory statement:
a. A summary of the information provided by the management of the listed entity to the
audit committee as specified in paragraph 4 of this Section;
b. Justification for why the proposed transaction is in the interest of the listed entity;
c. Where the transaction relates to any loans, inter-corporate deposits, advances or
investments made or given by the listed entity or its subsidiary, the details specified
under para 4(f) above; (The requirement of disclosing source of funds and cost of funds
shall not be applicable to listed banks/NBFCs.)
d. A statement that the valuation or other external report, if any, relied upon by the listed
entity in relation to the proposed transaction will be made available through the
registered email address of the shareholders;
e. Percentage of the counter-party’s annual consolidated turnover that is represented by
the value of the proposed RPT, on a voluntary basis;
f. Any other information that may be relevant.
7. The explanatory statement contained in the notice sent to the shareholders for seeking
approval for an RPT shall provide relevant information so as to enable the shareholders to
take a view whether the terms and conditions of the proposed RPT are not unfavourable to
the listed entity, compared to the terms and conditions, had similar transaction been entered
into between two unrelated parties. The information so provided shall include but not be
limited to the information specified above.
8. Transparency, accountability and shareholder empowerment are the bedrock of robust
corporate governance, therefore listed entities shall ensure compliance with the spirit of the
law and endeavour to provide relevant and detailed information to the shareholders in order
to enable and empower the latter for taking an informed decision.
Page 19 of 230
(C) Validity of omnibus approval for RPTs granted by shareholders
9. Regulation 23(3)(e) of the LODR Regulations specifies that omnibus approval granted by the
audit committee shall be valid for a period not exceeding one year and shall require fresh
approvals after expiry of one year. Regulation 23(4) of the LODR Regulations requires
shareholder approval for material RPTs.
10. Section 96(1) of the Companies Act, 2013 specifies that the time gap between two Annual
General Meetings (AGMs) cannot be more than fifteen months.
11. In order to facilitate listed entities to align their processes to conduct AGMs and obtain
omnibus shareholders’ approval for material RPTs, it has been decided to specify that the
shareholders’ approval of omnibus RPTs approved in an AGM shall be valid upto the date of
the next AGM for a period not exceeding fifteen months. In case of omnibus approvals for
material RPTs, obtained from shareholders in general meetings other than AGMs, the validity
of such omnibus approvals shall not exceed one year.
*****
Page 20 of 230
Section III-C: Statement of Deviation or Variation for proceeds of public issue, rights
issue, preferential issue, Qualified Institutions Placement etc.13
1. As per regulations 32(1), 32(2) and 32(3) of the LODR Regulations, a listed entity is, inter
alia, required to submit to the stock exchange, a statement of deviation or variation, pursuant
to review by the audit committee, on a quarterly basis for public issue, rights issue,
preferential issue etc. indicating,
a. deviations, if any, in the use of proceeds of public issue, rights issue, preferential
issue etc. and
b. the category wise variation between projected utilisation of funds and the actual
utilisation of funds.
Such statement of deviation or variation is to be submitted till the issue proceeds have been
fully utilised or the purpose for which these proceeds were raised has been achieved.
2. A common format for such reporting will aid the monitoring of the end use of issue proceeds
raised by listed entities through public issue, rights issue, preferential issue, QIP etc. by Stock
Exchanges. Hence, for the purpose of compliance with regulations 32(1), 32(2) and 32(3) of
the LODR Regulations, listed entities shall follow the format specified at Annexure 14 to this
circular.
3. The salient features of the format are as under:
3.1. Applicability: The format shall be applicable for funds raised by listed entities through
public issue, rights issue, preferential issue, QIPs etc.
3.2. Frequency of Disclosure: The disclosure to the Stock Exchange(s) shall be made by
listed entities on quarterly basis along with the declaration of financial results (within 45
days of end of each quarter / 60 days from the end of the last quarter of the financial
year) until such funds are fully utilised or the purpose for which these proceeds were
raised has been achieved.
3.3. Role of the Audit Committee: The statement of deviation report shall be placed before
audit committee of the listed entity for review on quarterly basis and after such review,
the comments of audit committee along with the report shall be disclosed/submitted to
the stock exchange, as part of the format.
In cases where the listed entity is not required to have an audit committee under the
provisions of LODR Regulations or the Companies Act, 2013, the word ‘Audit
Committee’ shall be replaced with ‘Board of Directors’.
4. A NIL report shall be submitted by listed entities that do not have any deviation or variation
in the funds raised.
******
13 CIR/CFD/CMD1/162/2019 dated December 24, 2019. The submissions began from the quarter ended
December 31, 2019.
Page 21 of 230
CHAPTER IV: ANNUAL DISCLOSURES
Section IV-A: Annual secretarial audit report and annual secretarial compliance report
for listed entities and their material subsidiaries14
1. Regulation 24A(1) of the LODR Regulations requires every listed entity and its material
unlisted subsidiaries incorporated in India to undertake a secretarial audit on a yearly basis.
The secretarial audit report given by a company secretary in practice, in such form as specified,
shall be annexed with the annual report of the listed entity.
2. Further, regulation 24A(2) of the LODR Regulations requires every listed entity to submit a
secretarial compliance report in such form as specified, to stock exchanges, within sixty days
from end of each financial year.
3. Accordingly, the following shall be complied with by a listed entity and its material unlisted
subsidiaries, as applicable:
3.1 Annual secretarial audit report:
3.1.1 Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time, requires Secretarial Audit by Practicing Company Secretaries (PCS)
for listed companies and certain unlisted companies above a certain threshold in Form
No. MR-3.
3.1.2 In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall
continue to use the same Form No. MR-3 as required under Companies Act, 2013 and
the rules made thereunder for the purpose of compliance with Regulation 24A(1) of the
LODR Regulations.
3.2 Annual secretarial compliance report:
3.2.1 While the annual secretarial audit shall cover a broad check on compliance with all laws
applicable to the entity, listed entities shall additionally, on an annual basis, require a
check by the PCS on compliance of all applicable SEBI Regulations and circulars/
guidelines issued thereunder, consequent to which, the PCS shall submit a report to the
listed entity in the manner specified in this Section. The format for the annual secretarial
compliance report is specified at Annexure 15 of this circular.
4. The listed entities and their material subsidiaries shall provide all such documents/information
as may be sought by the PCS for the purpose of providing a certification under the regulations
and this Section.
5. The PCS shall be guided by the instructions issued by the Board from time to time and the
guidance issued by ICSI in this regard and undertake certifications in accordance with the
regulations and this circular in letter and in spirit.
*******
14 CIR/CFD/CMD1/27/2019 dated February 8, 2019, effective from the financial year ended March 31, 2019.
Page 22 of 230
Section IV-B: Business Responsibility and Sustainability Reporting by listed entities15
1. In recent times, adapting to and mitigating climate change impact, inclusive growth and
transitioning to a sustainable economy have emerged as major issues globally. There is an
increased focus of investors and other stakeholders seeking businesses to be responsible and
sustainable towards the environment and society. Thus, reporting of company’s performance
on sustainability related factors has become as vital as reporting on financial and operational
performance.
2. From the financial year 2022-23, in terms of the proviso to regulation 34 (2) (f) of the LODR
Regulations, top 1000 listed entities based on market capitalization have to submit a Business
Responsibility and Sustainability Report (BRSR) in the format as specified by the Board.
Further, other listed entities can voluntarily submit such reports.
3. The BRSR seeks disclosures from listed entities on their performance against the nine
principles of the ‘National Guidelines on Responsible Business Conduct’ (NGRBCs) and
reporting under each principle is divided into essential and leadership indicators. The essential
indicators are required to be reported on a mandatory basis while the reporting of leadership
indicators is on a voluntary basis. Listed entities should endeavour to report the leadership
indictors also.
4. The BRSR is intended towards having quantitative and standardized disclosures on ESG
parameters to enable comparability across companies, sectors and time. Such disclosures will
be helpful for investors to make better investment decisions. The BRSR shall also enable
companies to engage more meaningfully with their stakeholders, by encouraging them to look
beyond financials and towards social and environmental impacts.
5. The listed entities already preparing and disclosing sustainability reports based on
internationally accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated
Reporting) may cross-reference the disclosures made under such framework to the disclosures
sought under the BRSR.
6. The format of the BRSR shall be as specified in Annexure 16. The BRSR is accompanied with
a guidance note to enable the companies to interpret the scope of disclosures. The guidance
note is given at Annexure 17.
******
15 SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021.
The BRSR was voluntary for FY 2021-22 and mandatory from FY 2022-23 for top-1000 listed entities. The
requirement to submit BRR was discontinued after FY 2021-22.
Page 23 of 230
CHAPTER V: EVENT-BASED DISCLOSURES
Section V-A: Disclosure of material events / information by listed entities under
regulation 30 of the LODR Regulations16
1. In order to enable investors to make well-informed investment decisions, timely, adequate and
accurate disclosure of information on an ongoing basis is essential. Further, there is a need to
ensure uniformity in disclosures made by listed entities for ensuring compliance in letter and
spirit. Towards this end, regulation 30 of the LODR Regulations deals with disclosure of material
events by every listed entity whose specified securities are listed. Such an entity is required to
make disclosure of events specified in Part A of Schedule III of the LODR Regulations.
2. The LODR Regulations divides the events that need to be disclosed broadly in two categories.
The events that have to be necessarily disclosed without applying any test of materiality are
indicated in Para A of Part A of Schedule III of the LODR Regulations. Para B of Part A of
Schedule III indicates the events that should be disclosed by the listed entity, if it crosses the
materiality threshold.
Annexure 18 of this circular indicates the details that need to be provided while disclosing
events given in Para A and Para B of Part A of Schedule III. The guidance on when an event /
information can be said to have occurred is placed at Annexure 19.
3. The said details as mentioned above are given to provide guidance to listed entity and the entity
has the responsibility to make disclosures that are appropriate and would be consistent with the
facts of each event. In case the listed entity does not disclose any such specified details, it shall
state appropriate reasoning for the same as part of the disclosure.
4. In case of securities or the derivatives which are listed outside India by the listed entity, parity
in disclosures shall be followed and whatever is disclosed on overseas stock exchange(s) by
the listed entity shall be simultaneously disclosed on the stock exchange(s) where the entity is
listed in India.
********
16 CIR/CFD/CMD/4/2015 dated September 9, 2015, effective from December 1, 2015.
Page 24 of 230
Section V-B: Disclosures by listed entities of defaults on payment of interest/ repayment
of principal amount on loans from banks / financial institutions and unlisted debt
securities17
1. The LODR Regulations requires disclosure of material events / information by listed entities to
Stock Exchanges. Specific disclosures are required under the LODR Regulations in certain
matters such as delay / default in payment of interest / principal on debt securities such as
Non-Convertible Debentures (NCDs), Non-Convertible Redeemable Preference Shares
(NCRPS) etc. Similarly, default on loans taken from banks / financial institutions and on unlisted
debt securities are also material information to the investors.
2. Therefore, in order to ensure availability of information to investors on default by listed entities
with respect to default on loans taken from banks / financial institutions or unlisted debt
securities, the following requirements are being specified.
3. Applicability:
3.1. These provisions shall be applicable to all listed entities which have listed their specified
securities (equity and convertible securities).
3.2. The disclosures shall be made to the stock exchanges when the entity has defaulted in
payment of interest / instalment obligations on loans, including revolving facilities like cash
credit, from banks / financial institutions and unlisted debt securities.
3.3. ‘Default’ for the purpose of this Section shall mean non-payment of the interest or principal
amount in full on the date when the debt has become due and payable (‘pre-agreed payment
date’).
Provided that for revolving facilities like cash credit, an entity would be considered to be in
‘default’ if the outstanding balance remains continuously in excess of the sanctioned limit or
drawing power, whichever is lower, for more than 30 days.
4. Timing of disclosures:
4.1. Listed entities shall make disclosure of any default on loans, including revolving facilities like
cash credit, from banks / financial institutions which continues beyond 30 days. Such
disclosure shall be made promptly, but not later than 24 hours from the 30th day of such
default.
4.2. In case of unlisted debt securities i.e. NCDs and NCRPS, the disclosure shall be made
promptly but not later than 24 hours from the occurrence of the default. This is in line with
the existing disclosure requirements specified for listed debt instruments. Disclosures shall
be made in the format(s) specified in paragraph 5 below.
17 SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019, effective from January 1, 2020, including the
quarterly disclosures.
Page 25 of 230
5. Disclosure formats:
5.1. The following details shall be disclosed by listed entities for each instance of default, as
specified in Paragraph 4 above:
a. For loans including revolving facilities like cash credit from banks / financial
institutions:
Sr. No Type of disclosure Details
1. Name of the Listed entity
2. Date of making the disclosure
3. Nature of obligation
4. Name of the Lender(s)
5. Date of default
Current default amount (break-up of principal and interest
6.
in INR crore)
Details of the obligation (total principal amount in INR crore,
7.
tenure, interest rate, secured / unsecured etc.)
Total amount of outstanding borrowings from Banks/
8.
financial institutions (in INR crore)
Total financial indebtedness of the listed entity including
9.
short-term and long-term debt (in INR crore)
b. For unlisted debt securities i.e. NCDs and NCRPS:
Sr. No Type of disclosure Details
1. Name of the Listed entity
2. Date of making the disclosure
3. Type of instrument with ISIN
4. Number of investors in the security as on date of default
5. Date of default
Current default amount (break-up of principal and interest in
6.
INR crore)
Details of the obligation (amount issued,
7.
tenure, coupon, secured/unsecured, redemption date etc.)
8. Total amount issued through debt securities (in INR crore)
Total financial indebtedness of the listed entity including
9.
short-term and long-term debt (in INR crore)
5.2. Disclosures specified in the table below shall be made by listed entities, if on the last date
of any quarter:
a. Any loan including revolving facilities like cash credit from banks / financial institutions
where the default continues beyond 30 days or
b. There is any outstanding debt security under default.
Page 26 of 230
S. No. Particulars in INR crore
1. Loans / revolving facilities like cash credit from banks / financial
institutions
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on
date
2. Unlisted debt securities i.e. NCDs and NCRPS
A Total amount outstanding as on date
B Of the total amount outstanding, amount of default as on
date
3. Total financial indebtedness of the listed entity
including short-term and long-term debt
The above disclosure shall be made within 7 days from the end of each quarter.
6. As far as disclosures pertaining to default of listed NCDs / listed NCRPS / listed
Commercial paper are concerned, the same would continue to be made as per the present
provisions of the SEBI Regulations and Circulars issued thereunder.
******
Page 27 of 230
Section V-C: Disclosure of divergence in the asset classification and provisioning
by banks.18
1. Regulation 30 of the LODR Regulations requires every listed entity to disclose to stock
exchange(s) all events or information, which are material, as soon as reasonably possible
and not later than 24 hours from occurrence of event or information. Further, SEBI
(Prohibition of Insider Trading) Regulations, 2015 mandates prompt disclosure of
unpublished price sensitive information that would impact price discovery no sooner than
credible and concrete information comes into being.
2. RBI vide Notification No RBI/2016-17/283; DBR.BP.BC.No. 63/21.04.018/ 2016-17 dated
April 18, 2017 and amended Notification No. RBI/2018-
19/157;DBR.BP.BC.No.32/21.04.018 /2018-19 dated April 1, 2019 mandated banks to
disclose certain cases of divergence in the asset classification and provisioning in the notes
to accounts in the ensuing Annual Financial Statements published immediately following
communication of such divergence by RBI to the bank.
3. SEBI, vide circular dated October 31, 2019 and after discussions with RBI, had directed listed
banks to make disclosures of divergence in asset classification and provisioning beyond the
specified thresholds within 24 hours of receipt of the Reserve Bank’s Final Risk Assessment
Report (“RAR”), rather than waiting to publish the information as part of annual financial
statements as mandated by the aforesaid notification of RBI. These disclosures are in the
nature of material events / information and hence, necessitate immediate disclosure. Further,
this information is also price sensitive, requiring prompt disclosure. SEBI had also specified
the format for such disclosures in the aforesaid circular.
4. RBI, vide RBI (Financial Statements – Presentation and Disclosures) Directions, 2021 –
Disclosure of Divergence in Asset Classification and Provisioning, dated October 11, 2022,
has revised the thresholds for disclosure of divergence in asset classification and
provisioning by banks.
5. In view of the above, it has been decided that listed banks shall make disclosures of
divergences and provisioning in either or both of the following cases, as soon as reasonably
possible and not later than 24 hours upon receipt of the RAR:
a. Additional provisioning for Non-Performing Assets (NPAs) assessed by RBI exceeds
the 5% of reported profit before provisions and contingencies for the reference period,
and
b. Additional gross NPAs identified by RBI exceeds 5% of the reported incremental gross
NPAs for the reference period.
6. The format to be used for making such disclosures is specified at Annexure 20 of this
circular.
*****
18 CIR/CFD/CMD1/120/2019 dated October 31, 2019.
Page 28 of 230
Section V-D: Resignation of statutory auditors from listed entities and their material
subsidiaries19
1. Listed entities are required to make timely disclosures to investors in the securities market
for enabling them to take informed investment decisions.
2. Under sub-clause (2) of Clause A in Part C of Schedule II under Regulation 18(3) of the
LODR Regulations, the Audit Committee of a listed entity, inter alia, has to make
recommendations for the appointment, remuneration and terms of appointment of auditors
of a listed entity. Under Sub-clause (7), the Audit Committee is also responsible for
reviewing and monitoring the independence and performance of auditors and the
effectiveness of the audit process.
3. Further, clause (7A) of Para A in Part A of Schedule III of the LODR Regulations requires
detailed reasons to be disclosed by the listed entities to the stock exchanges in case of
resignation of the auditor of a listed entity as soon as possible but not later than twenty-
four hours of receipt of such reasons from the auditor.
4. Regulation 36(5) of the LODR Regulations lays down certain disclosures to be made part
of the notice to the shareholders for an AGM, where the statutory auditors are proposed to
be appointed/re-appointed, including their terms of appointment.
5. Resignation of an auditor of a listed entity / its material subsidiary before completion of the
audit of the financial results for the year due to reasons such as pre-occupation may
seriously hamper investor confidence and deny them access to reliable information for
taking timely investment decisions.
6. In light of the above, the conditions to be complied with upon resignation of the statutory
auditor of a listed entity/material subsidiary w.r.t. limited review / audit report as per LODR
Regulations, are as under:
6.1. All listed entities/material subsidiaries shall ensure compliance with the following
conditions while appointing/re-appointing an auditor:
6.1.1. If the auditor resigns within 45 days from the end of a quarter of a financial year, then
the auditor shall, before such resignation, issue the limited review/ audit report for such
quarter.
6.1.2. If the auditor resigns after 45 days from the end of a quarter of a financial year, then
the auditor shall, before such resignation, issue the limited review/ audit report for such
quarter as well as the next quarter.
6.1.3. Notwithstanding the above, if the auditor has signed the limited review/ audit report for
the first three quarters of a financial year, then the auditor shall, before such
resignation, issue the limited review/ audit report for the last quarter of such financial
year as well as the audit report for such financial year.
19 CIR/CFD/CMD1/114/2019 dated October 18, 2019.
Page 29 of 230
6.2. Other conditions relating to resignation shall include:
6.2.1. Reporting of concerns with respect to the listed entity/its material subsidiary to
the Audit Committee:
6.2.1.1. In case of any concern with the management of the listed entity/material
subsidiary such as non-availability of information / non-cooperation by the
management which may hamper the audit process, the auditor shall approach
the Chairman of the Audit Committee of the listed entity and the Audit Committee
shall receive such concern directly and immediately without specifically waiting
for the quarterly Audit Committee meetings.
6.2.1.2. In case the auditor proposes to resign, all concerns with respect to the proposed
resignation, along with relevant documents shall be brought to the notice of the
Audit Committee. In cases where the proposed resignation is due to non-receipt
of information / explanation from the company, the auditor shall inform the Audit
Committee of the details of information / explanation sought and not provided by
the management, as applicable.
6.2.1.3. On receipt of such information from the auditor relating to the proposal to resign
as mentioned above, the Audit Committee / board of directors, as the case may
be, shall deliberate on the matter and communicate its views to the management
and the auditor.
6.2.2. Disclaimer in case of non-receipt of information:
In case the listed entity/ its material subsidiary does not provide information required
by the auditor, to that extent, the auditor shall provide an appropriate disclaimer in the
audit report, which may be in accordance with the Standards of Auditing as specified
by ICAI / NFRA.
7. The listed entity/ material subsidiary shall ensure that the conditions as mentioned in
paragraph 6.1 and 6.2 above are included in the terms of appointment of the statutory
auditor at the time of appointing/re-appointing the auditor. In case the auditor has already
been appointed, the terms of appointment shall be suitably modified to give effect to
paragraph 6.1 and 6.2 above.
8. The Practicing Company Secretary shall certify compliance by a listed entity with paragraph
6.1 and 6.2 above in the annual secretarial compliance report issued in terms of section
IV-A of chapter IV of this circular.
9. Obligations of the listed entity and its material subsidiary:
9.1. Format of information to be obtained from the statutory auditor upon resignation:
9.1.1. Upon resignation, the listed entity / its material subsidiary shall obtain information from
the Auditor in the format as specified in Annexure 21 to this circular. The listed entity
Page 30 of 230
shall ensure disclosure of the same under clause (7A) of Para A in Part A of Schedule
III under Regulation 30(2) of SEBI LODR Regulations.
9.2. Co-operation by listed entity and its material subsidiary:
9.2.1. During the period from when the auditor proposes to resign till the auditor submits the
report for such quarter / financial year as specified above, the listed entity and its
material subsidiaries shall continue to provide all such documents/information as may
be necessary for the audit / limited review.
9.3. Disclosure of Audit Committee’s views to the Stock Exchanges:
9.3.1. Upon resignation of the auditor, the Audit Committee shall deliberate upon all the
concerns raised by the auditor with respect to its resignation as soon as possible, but
not later than the date of the next Audit Committee meeting and communicate its views
to the management. The listed entity shall ensure the disclosure of the Audit
Committee’s views to the stock exchanges as soon as possible but not later than
twenty-four hours after the date of such Audit Committee meeting.
10. In case an entity is not mandated to have an Audit Committee, then the board of directors
of the entity shall ensure compliance of the provisions of this section of the master circular.
11. In case the auditor is rendered disqualified due to operation of any condition mentioned in
Section 141 of the Companies Act, 2013, then the aforesaid provisions shall not apply.
12. The aforesaid provisions with respect to resignation of auditors shall be in additions to the
provisions of the Companies Act, 2013.
*******
Page 31 of 230
CHAPTER VI: OTHER OBLIGATIONS AND DISCLOSURE REQUIREMENTS
Section VI-A: Manner of achieving Minimum Public Shareholding20
1. Regulation 38 of the LODR Regulations requires every listed entity to comply with Minimum
Public Shareholding (MPS) requirements as specified in Rule 19(2)(b) and Rule 19A of the
Securities Contracts (Regulation) Rules, 1957 (“SCRR”) in the manner as specified by the
Board from time to time.
2. Accordingly, a listed entity shall adopt any of the following methods in order to achieve
compliance with the MPS requirements mandated under rules 19(2)(b) and 19A of the SCRR
read with regulation 38 of the LODR Regulations:
No. Method Specific conditions, if any, applicable
1. Issuance of shares to public through -
prospectus
2. Offer for sale of shares held by promoter(s) -
/ promoter group to public through
prospectus
3. Offer for sale of shares held by promoter(s) -
/ promoter group through the Stock
Exchange mechanism i.e., the secondary
market, in terms of circular reference No.
SEBI/HO/MRD/MRD-PoD-3/P/CIR/ 2023/10
dated January 10, 2023, as amended from
time to time.
4. Rights issue to public shareholders Promoter(s) / promoter group shareholders
shall forgo their entitlement to equity shares
that may arise from such issue.
5. Bonus Issue to public shareholders Promoter(s) / promoter group shareholders
shall forgo their entitlement to equity shares
that may arise from such issue.
6. Allotment of equity shares under Qualified -
Institutions Placement in terms of Chapter VI
of the Securities and Exchange Board of
India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
7. Sale of shares held by promoter(s) / i. Promoter(s) / Promoter group can use
promoter group in the open market in any either the mechanism specified at Sl. No.
one of the following ways, subject to 7(i) or 7(ii) to comply with MPS
compliance with the conditions specified: requirements, but not both.
20 SEBI/HO/CFD/PoD2/P/CIR/2023/18 dated February 03, 2023.
The circular introduced two additional methods viz., Sl. No. 8 and 9, to the methods prescribed by circular dated
February 22, 2018 and modified the method on open market sale by promoter / promoter group.
Page 32 of 230
No. Method Specific conditions, if any, applicable
i. Promoter(s) / Promoter group can sell ii. The listed entity shall, at least one trading
up to 2% of the total paid-up equity day prior to every such proposed sale,
share capital of the listed entity, subject announce the following details to the stock
to five times’ average monthly trading exchange(s) where its shares are listed:
volume of the shares of the listed entity, a) the intention of the promoter(s) /
every financial year till the due date for promoter group to sell and the purpose
MPS compliance as per the SCRR (or) of sale;
b) the details of promoter(s)/promoter
ii. Promoter(s) / Promoter group can sell group, who propose to divest their
upto a maximum of 5% of the paid-up shareholding;
capital of the listed entity during a c) total number of shares and percentage
financial year subject to the condition of shareholding in the listed entity that
that the public holding in the listed entity is proposed to be divested; and
shall become 25% after completion of d) the period within which the entire
such sale. The sale can be a single divestment process will be completed.
tranche or in multiple tranches not
exceeding a period of 12 months and iii. The listed entity shall also give an
the amount of shares to be sold shall not undertaking to the recognized stock
exceed the trading volume of the shares exchange(s) obtained from the persons
of the listed entity during the preceding belonging to the promoter and promoter
12 months from the date of group that they shall not buy any shares in
announcement. the open market on the dates on which the
shares are being sold by
promoter(s)/promoter group as stated
above.
iv. The listed entity, its promoter(s) and
promoter group shall ensure compliance
with all applicable legal provisions
including that of the Securities and
Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015 and
Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
8. Increase in public holding pursuant to The ESOS scheme shall be in compliance with
exercise of options and allotment of shares the Securities and Exchange Board of India
under an employee stock option scheme, (Share Based Employee Benefits and Sweat
subject to a maximum of 2% of the paid-up Equity) Regulations, 2021 and the promoter(s)
equity share capital of the listed entity. / promoter group shall not be allotted any
shares.
9. Transfer of shares held by promoter(s) / The listed entity shall, at least one trading day
promoter group to an Exchange Traded prior to such proposed transfer, announce the
Fund (ETF) managed by a SEBI-registered following details to the stock exchange(s)
mutual fund, subject to a maximum of 5% of where its shares are listed:
Page 33 of 230
No. Method Specific conditions, if any, applicable
the paid-up equity share capital of the listed i. the intention of the promoter(s) /promoter
entity. group to transfer shares and the purpose
of such transfer;
ii. the details of promoter(s)/promoter group
who propose to transfer their shares in the
listed entity;
iii. total number of shares and percentage of
shareholding proposed to be transferred;
and
iv. Details of the ETF to which shares are
proposed to be transferred by the
promoter / promoter group.
The listed entity shall also give an undertaking
to the recognized stock exchange(s) obtained
from the persons belonging to the promoter
and promoter group that they shall not
subscribe to the units of such ETF to which
shares have been transferred by promoter(s) /
promoter group entities for the purpose of
MPS compliance.
10. Any other method as may be approved by The listed entity shall approach the Board with
the Board on a case to case basis. an application containing relevant details to
obtain prior permission.
The Board would endeavour to communicate
its decision within 30 days from the date of
receipt of the proposal or the date of receipt of
additional information as sought from the listed
entity.
3. The Stock Exchange(s) shall monitor the methods adopted by listed entities to increase their
public holding and comply with MPS requirements in terms of this Section. Non-compliance, if
any, observed by the Stock Exchange(s) with respect to the method(s) and / or conditions
prescribed herein, shall be reported to SEBI on a quarterly basis.
*****
Page 34 of 230
Section VI-B: Format for submission of voting results21
1. Regulation 44(3) of the LODR Regulations requires listed entities to submit the details
regarding the voting results in the format specified by the Board within two working days of
conclusion of its General Meeting.
2. Accordingly, the format for voting results to be furnished by the listed entities is specified
in Annexure 22 to this circular.
******
21 CIR/CFD/CMD/8/2015 dated November 4, 2015, effective from December 1, 2015.
Page 35 of 230
Section VI-C: e-voting facility provided by listed entities22
1. Under Regulation 44(1) of LODR Regulations, listed entities are required to provide remote
e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it
has been observed that the participation by the public non-institutional shareholders/ retail
shareholders is at a negligible level.
2. In order to increase the efficiency of the voting process, it has been decided to enable e-
voting to all the demat account holders, by way of a single login credential, through their
demat accounts/ websites of Depositories/ Depository Participants. Demat account holders
would be able to cast their vote without having to register again with the ESPs, thereby,
not only facilitating seamless authentication but also enhancing ease and convenience of
participating in e-voting process. The following options shall be provided to the
shareholders:
2.1. Direct registration with Depositories – Shareholders can register directly with the
depository. Depositories shall allow login through registered Mobile number / E-mail
based One Time Password (OTP) verification as an alternate to login through
username and password. Shareholders would be able to access the e-voting page of
various ESPs through the websites of the Depositories without further authentication
by ESPs for participating in the e-voting process.
2.2. Through Depository Participants - Shareholders would be able to access the e-voting
page of various ESPs through the link provided on the websites of the Depositories
Participants. The shareholders would be routed to the webpage of the respective
Depositories where the requisite details (client ID, PAN, username etc.) have to be
entered, which in turn would enable access to the e-voting portals of various ESPs
without further authentication by ESPs for participating in the e-voting process.
(OR)
2.3. Through Demat Accounts with Depository Participants – Demat account holders will
have the option of accessing various ESP portals directly from their demat accounts.
They would be routed to the webpage of the respective Depositories from their demat
accounts, which in turn would enable access to the e-voting portals of various ESPs
without further authentication by ESPs for participating in the e-voting process.
3. For the methods mentioned at paragraph 2.2 and 2.3 above, the depository shall validate
the demat account holder through an OTP verification process before the demat account
holders can access the websites of the Depositories. This will further enhance the security
of the e-voting system. The authentication of shareholders would happen at the depository
level and ESPs shall allow the demat account holders to cast their vote based on the
validation carried out by the Depository.
4. Depository shall send a confirmatory SMS to the shareholders that the vote has been cast
based on the confirmation received from the ESP.
22 SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 and the implementation was in phases.
Page 36 of 230
5. The listed entity shall provide the details of the upcoming AGMs requiring voting to the
Depository. The depository shall send SMS/email alerts in this regard, to the demat account
holders, atleast 2 days prior to the date of the commencement of e-voting.
6. Depository may advise the demat account holders to update their mobile number and email
ID in order to access the e-voting facility.
7. Depositories shall establish a dedicated helpline to resolve technical difficulties faced by
shareholders relating to the e-voting facility. Further, the listed company shall ensure that
the ESPs engaged by them also provide a dedicated helpline in this regard.
8. In order to enable better deliberation and decision making by the shareholders while
casting their votes, ESP Portals shall provide specific weblinks to the following:
a) disclosures by the company on the websites of the stock exchanges
b) report on the websites of the proxy advisors.
9. The aforementioned facilities shall be available to all individual shareholders holding the
securities in demat mode. ESPs may continue to provide the facility of e-voting as per the
existing process to all physical shareholders and shareholders other than individuals’ viz.
institutions/ corporate shareholders.
10. All listed companies are advised to notify the above process available to demat account
holders for e-voting in the notice sent to the shareholders.
11. The aforesaid provisions shall be in addition to the requirements of the Companies Act,
2013 and the rules made thereunder.
*****
Page 37 of 230
Section VI-D: Guidance Note on Board Evaluation by listed entities23
1. The Companies Act, 2013 and the LODR Regulations contain broad provisions on Board
Evaluation i.e. evaluation of the performance of: (i) the Board as a whole, (ii) individual
directors (including independent directors and Chairperson) and (iii) various Committees
of the Board. The provisions also specify responsibilities of various persons / committees
for conduct of such evaluation and certain disclosure requirements as a part of the listed
entity's corporate governance obligations.
2. A guidance note in this matter has been prepared (Annexure 23) in order to guide listed
entities by elaborating various aspects of Board evaluation that may help them to improve
the evaluation process, derive the best possible benefit and achieve the objective of the
entire process. This is based on an analysis of the global practices in various jurisdictions
like regulatory requirements, best practices, internal versus external evaluation,
disclosure requirements etc. and discussions with the industry associations, stock
exchanges, market participants etc.
3. The guidance note covers all major aspects of Board Evaluation including the following:
a) Subject of Evaluation i.e. who is to be evaluated;
b) Process of Evaluation including laying down of objectives and criteria to be
adopted for evaluation of different persons;
c) Feedback to the persons being evaluated;
d) Action Plan based on the results of the evaluation process;
e) Disclosure to stakeholders on various aspects;
f) Frequency of Board Evaluation;
g) Responsibility of Board Evaluation and
h) Review of the entire evaluation process periodically.
4. The listed entity may consider the following as a part of its disclosures on board
evaluation:
a) Observations of board evaluation carried out for the year
b) Previous year’s observations and actions taken
c) Proposed actions based on current year observations.
5. The purpose of the Guidance Note is to educate the listed entities and their Board of
Directors about various aspects involved in the Board Evaluation process and improve
their overall performance as well as corporate governance standards to benefit all
stakeholders. This would serve as a guide for listed entities and may be adopted by them
as considered appropriate. Anything mentioned in the Guidance Note shall not be
construed as interpretation of provisions of the LODR Regulations or any other law.
*****
23 SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017
Page 38 of 230
Section VI-E: Disclosures regarding commodity risks by listed entities24
1. Regulation 34(3) read with clause 9(n) of Para C of Schedule V of the LODR Regulations
mandates listed entities to make disclosures regarding commodity price risk and hedging
activities in the Corporate Governance Report section of the Annual Report of a listed
entity.
2. Therefore, all listed entities shall make the disclosures in the format specified in Annexure
24 to this circular as part of the Corporate Governance Report in the Annual Report.
******
24 SEBI/HO/CFD/CMD1/CIR/P/2018/141 dated November 15, 2018
Page 39 of 230
Section VI-F: Standard Operating Procedures for dispute resolution available under
the stock exchange arbitration mechanism for disputes between a listed entity and
its shareholder(s)/investor(s)25
1. Regulation 40 of the LODR Regulations, bye-laws, listing agreement & regulations of the
stock exchanges provide for dispute resolution under the stock exchange arbitration
mechanism for disputes between a listed company and its shareholder(s)/ investor(s).
2. In this regard, stock exchanges were advised to put in place by June 01, 2022, a Standard
Operating Procedure (SOP) for operationalizing the resolution of all disputes pertaining to
or emanating from investor services such as transfer/transmission of shares,
demat/remat, issue of duplicate shares, transposition of holders, etc. and investor
entitlements like corporate benefits, dividend, bonus shares, rights entitlements, credit of
securities in public issue, interest /coupon payments on securities, etc. The said SOP is
available on the respective websites of recognized stock exchanges.
3. Further, in respect of disputes in the aforesaid matters where Registrar and Share
Transfer Agents (RTA) are offering services to shareholder(s)/ investor(s) on behalf of
listed entities, the RTAs shall continue to be subjected to the stock exchange arbitration
mechanism.
*****
25 SEBI/HO/CFD/SSEP/CIR/P/2022/48 dated April 8, 2022
Page 40 of 230
Section VI-G: Grievance resolution between listed entities and proxy advisors26
1. Regulation 4(2)(a) of the LODR Regulations casts certain obligations on listed entities
to protect and facilitate the exercise of the rights of shareholders, including:
a) right to participate in, and to be sufficiently informed of, decisions concerning
fundamental corporate changes,
b) opportunity to participate effectively and vote in general shareholder meetings
c) effective shareholder participation in key corporate governance decisions, such as
the nomination and election of members of board of directors and
d) exercise of ownership rights by all shareholders, including institutional investors.
2. Proxy advisors, over the past few years, have played a key role in enabling shareholders
to effectively participate in corporate governance decisions and thus, furthering the
achievement of the above objectives. Proxy advisors provide advice to institutional
investors /shareholders of a listed entity, in relation to exercise of their rights in the
company including voting recommendation on agenda items. However, due to the inherent
nature of the work, it is probable that proxy advisors and listed entities may have different
views on any agenda item of the listed entity leading to grievances.
3. In order to facilitate resolution of such grievances of listed entities against SEBI registered
proxy advisors, the listed entities may approach SEBI.
4. SEBI will examine the matter for non-compliance by proxy advisors with the provisions of
the Code of Conduct under regulation 24(2) read with regulation 23(1) of the SEBI
(Research Analyst) Regulations, 2014 , as amended from time to time and the procedural
guidelines for proxy advisors issued vide SEBI circular no.
SEBI/HO/IMD/DF1/CIR/P/2020/147 dated August 03, 2020 and subsequently subsumed
in circular no. SEBI/HO/MIRSD-PoD-2/P/CIR/2023/90 dated June 15, 2023, to resolve the
grievance.
******
26 SEBI/HO/CFD/CMD1/CIR/P/2020/119 dated August 4, 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/159 dated
August 27, 2020; made effective from January 1, 2021.
Page 41 of 230
Section VI-H: Implementation of certain recommendations of the Committee on
Corporate Governance headed by Mr. Uday Kotak 27
1. The Committee on Corporate Governance under the Chairmanship of Mr. Uday Kotak made
several recommendations to SEBI in its report dated October 5, 2017. Most of the
amendments necessary to implement these recommendations have been made in the LODR
Regulations. There a few recommendations as accepted by the Board which are
implemented through issue of a circular.
2. Accordingly, the following provisions shall apply to entities whose equity shares are listed on
a recognized stock exchange:
2.1. Group Governance Unit:
2.1.1. Where the listed entity has a large number of unlisted subsidiaries:
i. The listed entity may monitor their governance through a dedicated group
governance unit or Governance Committee comprising the members of its board
of directors.
ii. A strong and effective group governance policy may be established by the entity.
iii. The decision of setting up of such a unit/committee or having such a policy shall
lie with the board of directors of the listed entity.
2.2. Medium-term and long-term strategy:
2.2.1. The listed entity may consider the following with respect to disclosure of medium-term
and long-term strategy of the entity:
i. It may disclose, under the Management Discussion and Analysis section of the
Annual report, within the limits set by its competitive position, its medium-term and
long-term strategy based on a time frame as determined by its board of directors.
ii. The listed entity may articulate a clear set of long-term metrics specific to the
company's long-term strategy to allow for appropriate measurement of progress.
*****
27 SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018
Page 42 of 230
Section VI-I: Applicability of regulation 40(1) of LODR Regulations to buybacks
and delisting of securities of listed entities 28
1. The first proviso to regulation 40(1) of the LODR Regulations states that the requests for
effecting transfer of securities of a listed entity shall not be processed unless the securities are
held in dematerialized form with a depository. Similarly, the second proviso states that
transmission or transposition of securities held in physical or dematerialised form shall be
effected only in dematerialized form.
2. SEBI had received representations from investors expressing concerns that they have not been
able to participate in open offers, buybacks and delisting of securities of listed entities since the
securities held by them were not in dematerialized form.
3. In this context, it is clarified that shareholders holding securities in physical form are allowed to
tender in buy-backs through tender offer route and exit offers in case of voluntary or compulsory
delisting. However, such tendering shall be as per the provisions of respective Regulations.
Further, tendering of physical shares in open offers shall be governed by the provisions of
chapter 7 of the SEBI Master Circular no. SEBI/HO/CFD/PoD-1/P/CIR/2023/31 dated February
16, 2023.
*****
28 SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020
Page 43 of 230
Section VI-J: Relaxation from compliance with certain provisions of the LODR
Regulations29
1. Regulation 36(1)(b) of the LODR Regulations requires every listed entity to dispatch the hard
copy of the abridged annual report viz., a statement containing salient features of all the
documents as prescribed in section 136 of the Companies Act, 2013 (financial statements,
Board’s report, Auditor’s report etc.), to those shareholders who have not registered their email
addresses.
2. SEBI, vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, had inter-alia
relaxed the aforesaid requirement. The said relaxation was initially extended till December 31,
2021 and was subsequently extended upto December 31, 2022, vide SEBI circular no.
SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022.
3. MCA, vide General Circular No. 10/2022 dated December 28, 2022, has provided similar
relaxations to companies from dispatching physical copies of the financial statements (including
Board’s report, Auditor’s report or other documents required to be attached therewith) to the
shareholders, for the Annual General Meetings (AGMs) conducted till September 30, 2023.
4. In view of the above and based on the representations received, the applicability of regulation
36(1)(b) of the LODR Regulations is relaxed for the AGMs conducted till September 30, 2023.
Further, the requirement of sending proxy forms under regulation 44(4) of the LODR
Regulations is dispensed with till September 30, 2023 for general meetings held only through
electronic mode.
5. The listed entities shall ensure compliance with the following conditions while utilizing the
relaxation specified above:
5.1. In terms of regulation 36(1)(c) of the LODR Regulations, listed entities are required to
send hard copy of full annual reports to those shareholders who request for the same.
5.2. The notice of AGM published by advertisement in terms of regulation 47 of the LODR
Regulations shall disclose the web-link to the annual report so as to enable shareholders
to have access to the full annual report.
******
29 SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023
Page 44 of 230
CHAPTER VII: PENAL ACTIONS FOR NON-COMPLIANCE
Section VII-A: Non-compliance with certain provisions of the LODR Regulations and
the Standard Operating Procedure for suspension and revocation of trading of
specified securities30
1. In exercise of powers under Section 11A(2) of the SEBI Act, 1992 read with Section 9 and 21
of the Securities Contracts (Regulation) Act, 1956 and read with regulation 98 of the LODR
Regulations, SEBI had issued a circular bearing reference number
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 specifying the uniform structure
for imposing fines as a first resort for non-compliance with certain provisions of the LODR
Regulations, freezing of entire shareholding of the promoter and promoter group and the
standard operating procedure (“SOP”) for suspension of trading in case the non-compliance
is continuing and/or repetitive.
2. Henceforth, the stock exchanges shall, having regard to the interests of investors and the
securities market:
2.1. Take action in case of non-compliances with the LODR Regulations as specified in
paragraph 6 of this Section, and.
2.2. Follow the SOP for suspension and revocation of suspension of trading of specified
securities as specified in paragraphs 7-10 of this Section.
Stock Exchanges may deviate from the above, if found necessary, only after recording
reasons in writing.
3. In order to ensure effective enforcement of the LODR Regulations, the depositories, on receipt
of intimation from the concerned recognized stock exchange, shall freeze or unfreeze, as the
case may be, the entire shareholding of the promoter(s) in such non-compliant listed entity as
well as all other securities held in the demat account of the promoter(s). Further, if a non-
compliant entity is listed on more than one recognized stock exchange, the concerned
recognized stock exchanges shall take uniform action under this Section in consultation with
each other.
4. The recognized stock exchanges shall also disclose on their website the action(s) taken against
the listed entities for non-compliance(s), including the details of the respective regulatory
requirement(s), amount of fines levied, the period of suspension, details regarding the freezing
of shares, etc. on a quarterly basis.
5. The recognized stock exchanges may keep in abeyance the action against any non-compliant
entity or withdraw the action in certain cases where specific exemption from compliance with the
requirements under the LODR Regulations/moratorium on enforcement proceedings has been
provided for under any Act, Court/Tribunal Orders etc.
30 SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, effective for the compliance periods ended on
or after June 30, 2020. The SoP circular dated May 3, 2018 was in force till such time.
Page 45 of 230
6. The recognized stock exchanges shall take action for non-compliance with the provisions of
the LODR Regulations and circulars / guidelines by a listed entity as under:
6.1. Fines to be imposed for non-compliance:
Sl. Regulation Fine payable and/or other action
No. to be taken for non- compliance in
respect of listed entity
1. Regulation 6(1) Rs. 1,000 per day
Non-compliance with requirement to appoint a qualified
company secretary as the compliance officer
2. Regulation 7(1) Rs. 1,000 per day
Non-compliance with requirement to appoint share
transfer agent
3. Regulation 13(1)* Rs.1,000 per day
Failure to ensure that adequate steps are taken for
expeditious redressal of investor complaints
*Fines would be imposed even during suspension
period for non-compliance of regulation 13(1) the
modalities of the same shall in in terms of SEBI Circular
circular no. SEBI/HO/OIAE/IGRD/P/CIR/2022/150
dated November 7, 2022.
4. Regulation 13(3) Rs.1,000 per day
Non-submission of the statement on shareholder
complaints within the period specified under this
regulation or under any circular issued in respect of
redressal of investor grievances
5. Regulation 17(1) Rs. 5,000 per day
Non-compliance with the requirements pertaining to the
composition of the Board including failure to appoint
woman director
6. Regulation 17(1A) Rs. 2,000 per day
Non-compliance with the requirements pertaining to the
appointment or continuation of Non-executive director
who has attained the age of seventy five years
Page 46 of 230
7. Regulation 17(2) Rs. 10,000 per instance
Non-compliance with the requirements pertaining to
number of Board meetings.
8. Regulation 17(2A) Rs. 10,000 per instance
Non-compliance with the requirements pertaining to
quorum of Board meetings.
9. Regulation 18(1) Rs. 2,000 per day
Non-compliance with the constitution of audit
committee
10. Regulation 19(1)/ 19(2) Rs. 2,000 per day
Non-compliance with the constitution of nomination
and remuneration committee
11. Regulation 20(2) / (2A) Rs. 2,000 per day
Non-compliance with the constitution of stakeholder
relationship committee
12. Regulation 21(2) Rs. 2,000 per day
Non-compliance with the constitution of risk
management committee
13. Regulation 23(9) Rs. 5,000 per day
Non-compliance with the requirement to disclose
related party transactions in the format as specified
and within the prescribed timeline.
14. Regulation 24A(2) Rs. 2,000 per day
Non-compliance with submission of secretarial
compliance report
15. Regulation 27(2) Rs. 2,000 per day
Non-submission of the Corporate governance
compliance report within the period provided under
this regulation
16. Regulation 28(1) Rs. 50,000 per instance
Non-compliance with obtaining in-principle approval
of stock exchange(s) before issuance of securities.
Page 47 of 230
17. Regulation 29(2)/29(3) Rs. 10,000 per instance of non-
compliance per item
Delay in furnishing prior intimation about the meeting
of the board of directors
18. Regulation 31(1) Rs. 2,000 per day
Non-submission of shareholding pattern within the
period specified
19. Regulation 31A(3)(a) Rs. 5,000 per day
Non-compliance pertaining to delay in submission of
reclassification application to stock exchanges
20. Regulation 32(1) Rs. 1,000 per day
Non-submission of deviations/ variations in utilization
of issue proceeds
21. Regulation 33 Rs. 5,000 per day
Non-submission of the financial results within the
period specified under this regulation
(Levy of fine is in addition to the requirement of
providing reasons for non-submission of the financial
result as per chapter III of this circular)
22. Regulation 34 Rs. 2,000 per day
Non-submission of the Annual Report within the
period specified under this regulation
23. Regulation 42(2)/42(3)/ 42(4)/ 42(5) Rs. 10,000 per instance of non-
compliance per item
Delay in/ non-disclosure of record date/ dividend
declaration or non- compliance with ensuring the
specified time gap between two record dates/ book
closure dates
24. Regulation 43A Rs. 25,000 per instance
Non-disclosure of Dividend Distribution Policy in the
Annual Report and on the website of the entity.
25. Regulation 44(3) Rs. 10,000 per instance of non-
compliance
Non-submission of the voting results within the period
provided under this regulation
Page 48 of 230
26. Regulation 44(5) Rs. 25,000 per instance of non-
compliance
Non-convening of annual general meeting within a
period of five months from the close of financial year.
27. Regulation 46 Advisory/warning letter per instance
of non-compliance per item
Non-compliance with norms pertaining to
functional website Rs. 10,000 per instance for every
additional advisory/warning letter
exceeding the four advisory/ warning
letters in a financial year
6.2. Concerned recognized stock exchange(s) shall display on their website non-compliance by
the listed entity and details of fine levied/ action taken.
6.3. The amount of fine realized as per the above structure shall be credited to the "Investor
Protection Fund" of the concerned recognized stock exchange.
6.4. The fines specified above shall continue to accrue till the time of rectification of the non-
compliance to the satisfaction of the concerned recognized stock exchange or till the scrip
of the listed entity is suspended from trading for non-compliance with aforesaid provisions31.
Such accrual shall be irrespective of any other disciplinary/enforcement action(s) initiated
by recognized stock exchange(s)/SEBI.
6.5. Every recognized stock exchange shall review the compliance status of the listed entities
and shall issue notices to the non-compliant listed entities within 30 days from the due date
of submission of information. Non-compliant listed entity shall ensure compliance with the
requirement(s) and pay fines as per this Section within 15 days from the date of such notice.
If the non-compliant listed entity fails to comply with the aforesaid requirement(s) and/or
pay fine levied within the stipulated period as per the notice stated above, the concerned
recognized stock exchange(s) shall, upon expiry of the period indicated in the notice, shall
issue notices to the promoter(s) of such non-compliant entities, to ensure compliance with
the requirement(s) and pay fines within 10 days from the date of such notice. While issuing
the aforementioned notices, the recognized stock exchange shall also send intimation to
other recognized stock exchange(s) where the shares of the non-compliant entity are listed.
6.6. The concerned recognized stock exchange(s) shall, upon expiry of the stipulated periods
indicated in the aforementioned notices, forthwith intimate the depositories to freeze the
entire shareholding of the promoter(s) in such entity as well as all other securities held in
the demat accounts, if the non-compliant listed entity fails to comply with the aforesaid
requirement(s) and/or pay fine levied. The depository(ies) shall immediately freeze such
demat accounts and also intimate the promoter(s) about the details of non-compliances
resulting in freezing of their demat accounts.
6.7. If the non-compliant listed entity subsequently complies with the respective requirement(s)
and pays the fine levied, in terms of this Section, the concerned recognized stock
31 Fines would be imposed even during suspension period for non-compliance of regulation 13(1)
Page 49 of 230
exchange(s) shall display on their website details of compliance and fines paid by the listed
entity. Simultaneously, the recognized stock exchange(s) shall intimate the depositories to
unfreeze the entire shareholding of the promoter(s) in such entity as well as all other
securities held in the demat account of the promoter(s), immediately from the date of
compliance.
6.8. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as stated
above, the recognized stock exchange(s) may also initiate appropriate enforcement action.
6.9. The recognised stock exchange(s) shall also advise the non-compliant listed entity to
ensure that the subject matter of non-compliance which has been identified and indicated
by the recognised stock exchange(s) and any subsequent action taken by the recognised
stock exchange(s) in this regard shall be placed before the Board of Directors of the
company in its next meeting. Comments made by the board shall be duly informed to the
recognised stock exchange(s) for dissemination.
7. Standard Operating Procedure (SOP): The standard operating procedure is as given below:
7.1. If a listed entity is non-compliant with the provisions of the LODR Regulations as specified
under paragraph 7.4 below, the concerned recognized stock exchange(s) shall:
7.1.1. move the scrip of the listed entity to "Z" category wherein trades shall take place on
'Trade for Trade' basis by following procedure specified at paragraph 8 below and
7.1.2. suspend trading in the shares of such listed entity by following procedure specified at
paragraph 9 below.
7.2. If a listed entity rectifies non-compliance with the provisions of the LODR Regulations, the stock
exchanges shall neither move the listed entity to “Z” category nor suspend trading in the shares
of such listed entity. However, the entire shareholding of the promoter(s) in the non-compliant
listed entity as well as all other securities held in the demat account(s) of the promoter(s) shall
remain frozen till the non-compliant listed entity complies with respective requirement(s) and
pays the applicable fines.
7.3. In cases, where the non-compliant listed entity complies with the respective requirement(s)
and pays the applicable fine, the recognized stock exchange(s) shall intimate the depositories
to unfreeze the entire shareholding of the promoter(s) in such entity as well as all other
securities held in the demat account of the promoter(s), immediately from the date of
compliance.
7.4. Criteria for suspension of the trading in the shares of the listed entities:
7.4.1. Failure to comply with regulation 17(1) with respect to board composition including
appointment of woman director for two consecutive quarters;
7.4.2. Failure to comply with regulation 18(1) with respect to constitution of audit committee for
two consecutive quarters;
7.4.3. failure to comply with regulation 27(2) with respect to submission of corporate governance
compliance report for two consecutive quarters;
7.4.4. failure to comply with regulation 31(1) with respect to submission of shareholding pattern
for two consecutive quarters;
Page 50 of 230
7.4.5. failure to comply with regulation 33 with respect to submission of financial results for two
consecutive quarters;
7.4.6. failure to comply with regulation 34 with respect to submission of Annual Report for two
consecutive financial years;
7.4.7. failure to submit information on the reconciliation of shares and capital audit report, for
two consecutive quarters;
7.4.8. receipt of the notice of suspension of trading of that entity by any other recognized stock
exchange on any or all of the above grounds.
7.5. For the purpose of paragraph 7.4 above, it is clarified that non-compliance for two consecutive
quarters of regulations 17(1) and 18(1) refers to two complete consecutive quarters (180 days)
of non-compliance.
7.6. If the non-compliant listed entity complies with the aforesaid requirement(s) after the date of
suspension and pays the applicable fine, the recognized stock exchange(s) shall revoke the
suspension of trading of its shares by following the procedure specified at paragraph 10 below.
7.7. If the non-compliant listed entity fails to comply with the aforesaid requirement(s) or fails to pay
the applicable fine within 6 months from the date of suspension, the recognized stock
exchange(s) shall initiate the process of compulsory delisting of the non-compliant listed entity
in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021 as amended from time to time.
8. Standard operating procedure for moving the scrip to "Z" Category
8.1. If a listed entity defaults in complying with the provisions of the LODR Regulations as specified
under paragraph 7.4 above, in terms of this section, the concerned recognised stock
exchange(s) shall, in addition to imposing fine under paragraph 6 above, move the scrip of the
listed entity to "Z" category wherein trades shall take place on 'Trade for Trade' basis. However,
before moving the scrip to “Z” category, the concerned recognized stock exchange(s) shall
send written intimation to the non-compliant listed entity calling upon it to comply with
respective requirement(s) within 7 days of the date of the intimation.
8.2. Simultaneously, the recognized stock exchange(s) shall give 10 days prior public notice to
investors before moving the scrip to "Z" category or while moving the scrip out of "Z" category.
While issuing the notice, the recognized stock exchange(s) shall intimate the other recognized
stock exchange(s) where the shares of the non-compliant entity are listed.
8.3. If the non-compliant listed entity complies with respective requirement(s) two working days
before the proposed date of movement of the scrip to “Z” category, the scrip shall not be moved
to “Z” category and the concerned recognized stock exchange(s) shall give a public notice on
its website informing compliance by the listed entity. While issuing the said notice, the
recognized stock exchange(s) shall send intimation of notice to other recognized stock
exchange(s) where the shares of the entity are listed
8.4. The recognised stock exchange(s) shall move back the scrip of the listed entity from "Z"
category to the normal trading category (if not suspended as specified in paragraph 9 below),
Page 51 of 230
provided it complies with respective provisions of the LODR Regulations and pays the fine
imposed as stated above. While moving the scrip back to normal trading category the
recognized stock exchange(s) shall intimate the other recognized stock exchange(s) where the
shares of the non-compliant entity are listed.
9. Standard operating procedure for suspending the trading
9.1. If a listed entity complies with respective provisions of the LODR Regulations, no suspension
proceedings would be initiated. However, before suspending the trading of a scrip, the
concerned recognized stock exchange(s) shall send written intimation to the non-compliant
listed entity calling upon it to comply with respective requirement(s) and pay the applicable fine
within 21 days of the date of the intimation. While issuing the said intimation, the recognized
stock exchange(s) shall also inform other recognized stock exchange(s) where the shares of
the non-compliant entity are listed to ensure that the date of suspension is uniform across all
the recognised stock exchange(s). Simultaneously, the recognized stock exchange(s) shall
give a public notice on its website proposing possible suspension of trading in the shares of
the non-compliant listed entity 30 days prior to date of suspension.
9.2. If the non-compliant listed entity complies with respective requirement(s) two working days
before the proposed date of suspension, the trading in its shares shall not be suspended and
the concerned recognized stock exchange(s) shall give a public notice on its website informing
compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s)
shall send intimation of notice to other recognized stock exchange(s) where the shares of the
entity are listed.
9.3. In case of failure to comply with respective requirement(s), the recognized stock exchange(s)
shall suspend the trading in the shares of a non-compliant listed entity. The entire shareholding
of the promoter(s) in the non-compliant listed entity as well as all other securities held in the
demat account(s) of the promoter(s) shall remain frozen during the period of suspension.
9.4. While suspending trading in the shares of the non-compliant entity, the recognized stock
exchange(s) shall send intimation of suspension to other recognized stock exchange(s) where
the shares of the non-compliant entity are listed to ensure that the date of suspension is uniform
across all the recognised stock exchange(s).
9.5. After 15 days of suspension, trading in the shares of non-compliant entity may be allowed on
'Trade for Trade' basis, on the first trading day of every week for 6 months from the date of
suspension. In this regard, the recognized stock exchange(s) shall give instruction to its trading
members to obtain confirmation from clients before accepting an order for purchase of shares
of the non-compliant listed entity on 'Trade for Trade' basis.
9.6. The recognized stock exchange(s) shall put in place a system to publish a caution message
on its trading terminals, as follows: "Trading in shares of the <Name of the Listed Entity> is
presently under 'suspension and trade to trade basis' and trading shall stop completely and
compulsory delisting may be initiated if <Name of the Listed Entity> does not become compliant
by <Date> ".
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10. Standard operating procedure for revocation of suspension of trading.
10.1. If the non-compliant listed entity complies with the aforesaid requirement(s) after trading is
suspended in the shares of the non-compliant entity, the recognized stock exchange(s) shall,
on the date of compliance, give a public notice on its website informing compliance by the listed
entity. The recognized stock exchange(s) shall revoke the suspension of trading of its shares
after a period of 7 days from the date of such notice. While issuing the said notice, the
recognized stock exchange(s) shall send intimation of the notice to other recognized stock
exchange(s) where the shares of the entity are listed. After revocation of suspension, the
trading of shares shall be permitted only in 'Trade for Trade' basis for a period of 7 days from
the date of revocation and thereafter, trading in the shares of the entity shall be shifted back to
the normal trading category.
11. The above provisions of this Section are without prejudice to the power of SEBI to take appropriate
action(s) under the securities laws.
*****
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Section VII-B: Non-compliance with the Minimum Public Shareholding requirements32
1. Regulation 38 of the LODR Regulations mandates a listed entity to comply with the Minimum
Public Shareholding(“MPS”) requirements specified in rules 19(2) and 19A of the Securities
Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time.
2. In terms of sub regulation (1) of regulation 97 of the LODR Regulations, recognized Stock
Exchanges are mandated to monitor compliance by listed entities with the provisions of the
LODR Regulations.
3. Sub regulations (1) and (2) of regulation 98 of LODR Regulations inter-alia specify the liability
of a listed entity or any other person for contravention and action which can be taken by the
respective recognized stock exchange and the revocation of such action, in the manner
specified by the Board.
4. In order to maintain consistency and uniformity of approach in the enforcement of MPS norms
mandated under regulation 38 of the LODR Regulations, the below mentioned procedure shall
be followed by the recognised stock exchanges/depositories, as applicable, with respect to
non-compliant listed entities, their promoters and directors:
4.1. The recognized stock exchanges shall review compliance with MPS requirements based
on shareholding pattern/ other filings made with them by the listed entities on a quarterly
basis within 30 days from the due date for submission of information. On observing non-
compliance with MPS requirements, the stock exchanges shall issue notices to such
entities intimating all actions taken/ being taken as per this section and advise the entities
to ensure compliance.
4.2. On observing non-compliance:
4.2.1. The recognized stock exchange shall impose a fine of ₹5,000/- per day of non-
compliance on the listed entity and such fine shall continue to be imposed till the
date of compliance by such listed entity.
4.2.2. The recognized stock exchange shall intimate the depositories to freeze the
entire shareholding of the promoter and promoter group in such listed entity till
the date of compliance by such entity. The above restriction shall not be an
impediment for the entity for compliance with the minimum public shareholding
norms through the methods specified/approved by SEBI.
4.2.3. The promoters, promoter group and directors of the listed entity shall not hold
any new position as director in any other listed entity till the date of compliance
by such entity. An intimation to this effect shall be provided to the listed entity by
the recognized stock exchange and the listed entity shall subsequently intimate
the same to its promoters, promoter group and directors.
32 CFD/CMD/CIR/P/2017/115 dated October 10, 2017.
Page 54 of 230
4.3. In cases where the listed entity continues to be non-compliant for a period more
than one year:
4.3.1. The recognized stock exchange shall impose an increased fine of ₹10,000/- per
day of non-compliance on the listed entity and such fine shall continue to be
imposed till the date of compliance by such listed entity.
4.3.2. The recognized stock exchange shall intimate the depositories to freeze all the
securities held in the Demat account of the promoter and promoter group till the
date of compliance by such entity. The above restriction shall not be an
impediment for the entity with respect to compliance with the minimum public
shareholding norms through the methods specified/approved by SEBI.
4.3.3. Direction as per paragraph 4.2.3 above shall continue till the date of compliance
by such entity.
5. The recognized stock exchange may also consider compulsory delisting of the non-compliant
listed entity in accordance with the provisions of the Securities Contracts (Regulation) Act,
1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange
Board of India (Delisting of Equity Shares) Regulations, 2021 as amended from time to time.
6. The recognized stock exchanges may keep in abeyance the action or withdraw the action in
specific cases where specific exemption from compliance with MPS requirements under the
LODR Regulations/ moratorium on enforcement proceedings has been provided under
any Act, Court/Tribunal Orders etc.
7. In case it is observed that the listed entity has adopted a method for complying with MPS
requirements which is not specified by SEBI under section VI-A of chapter VI of this circular
and approval for the same has not been obtained from SEBI in terms of the said chapter, the
recognized stock exchanges shall refer such cases to SEBI.
8. With respect to the fines as stated above:
8.1. The amount of fine realized as per the above structure shall be credited to the "Investor
Protection Fund" of the concerned recognized stock exchange.
8.2. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as
stated above, the recognized stock exchange may initiate appropriate action.
9. Upon intimation of compliance by the listed entity with the MPS requirements, the concerned
recognized stock exchange shall, on being satisfied of such compliance:
9.1. intimate the depositories to unfreeze the shares and other securities of the promoter and
promoter group of the listed entity.
9.2. intimate the listed entity that directions imposed in terms of para 4.2.3 above shall not
continue and the listed entity shall subsequently intimate the same to its promoters,
promoter group and directors.
9.3. disseminate the information in its website regarding the compliance achieved by the
listed entity.
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10. The recognized stock exchanges shall disclose the following on their website on a quarterly
basis –
10.1. Names of non-compliant entities, amount of fine imposed, freezing of shares held by the
promoters and promoter group and other actions taken against the entity;
10.2. Status of compliance including details regarding fine paid by the entity.
11. The recognized stock exchanges may, having regard to the interests of investors and the
securities market, take appropriate action in line with the principles and procedures laid down
in this section. Any deviation, therefore, should not dilute the spirit of the policy contained
herein and may be made on reasonable grounds to be recorded in writing.
12. In order to ensure effective enforcement of the LODR Regulations, the depositories, on receipt
of intimation from concerned recognized stock exchange shall immediately freeze or unfreeze
the shareholding of the promoter and promoter group in such entity and the other securities
held by them, as applicable.
13. The actions specified in this Section are without prejudice to the power of SEBI to take action
under the securities laws for violation of the MPS requirements.
******
Page 56 of 230
LIST OF ANNEXURES TO THE SEBI MASTER CIRCULAR DATED JULY 11, 2023
Annexure Subject Page
No. Number
1. Format of Uniform Listing Agreement 58-60
2. Format of disclosure of shareholding pattern of a listed entity 61-74
3. Format for Compliance Report on Corporate Governance to be 75-77
submitted by a listed entity on a quarterly basis
4. Format for Compliance Report on Corporate Governance to be 78-81
submitted by a listed entity at the end of the financial year (for the whole
of financial year)
5. Format for Compliance Report on Corporate Governance to be 82
submitted by a listed entity at the end of 6 months after close of the
financial year along-with second quarter report of the next financial year
6. Format for disclosure of loans / guarantees / comfort letters / securities 83-84
etc. to be submitted twice a year, on a half yearly basis, by the listed
entity at the end of every 6 months of the financial year
7. Format for holding pattern of IDRs 85
8. Procedure for two-way fungibility of IDRs 86-88
9. Format for financial results published in the newspapers 89
10. Procedure for limited review of the audit of all the entities / companies 90-94
whose accounts are to be consolidated with the listed entity
11. Formats for limited review reports / audit reports 95-126
12. Statement on Impact of audit qualifications (for audit report with 127-128
modified opinion) submitted along-with annual audited financial results
13. Format for disclosure of Related Party Transactions 129-130
14. Statement on Deviation or Variation for proceeds of public issue, 131-132
rights issue, preferential issue, Qualified Institutions Placement etc.
15. Format for the annual secretarial compliance report 133-136
16. Format of the BRSR 137-169
17. Guidance note for BRSR 170-196
18. Details to be provided while disclosing events given in Part A of 197-208
Schedule III of the LODR Regulations
19. Guidance Note on when an event / information can be said to have 209
occurred for disclosures under regulation 30 of the LODR Regulations
20. Format for disclosure of divergence in Asset Classification and 210
provisioning for NPAs
21. Format for information to be obtained from the Statutory Auditor upon 211
resignation
22. Format for submission of voting results 212-213
23. Guidance Note on Board Evaluation 214-223
24. Format for disclosure of commodity risks by listed entities 224
Page 57 of 230
ANNEXURE 1
Format of Uniform Listing Agreement
This Agreement is made on this ................... day of ................... ................... by ................... a
Company / any other entity duly formed and registered under the relevant Indian Act / statutory
enactment of appropriate jurisdiction, including overseas jurisdiction, wherever applicable, and having
its registered office at ..................................... .......................................................(hereinafter called
“the Issuer”) with the ................... (Name of the Stock Exchange) (Hereinafter called “the Exchange”).
WHEREAS:-
a. It is a requirement of the Exchange that the Issuer shall submit a listing agreement duly executed
along with an application for admission and continued admission of the securities to dealings on
the Exchange.
b. *The Issuer is desirous of continuing the listing of its securities on the Exchange.
(or)
The issuer is desirous of listing its securities as mentioned in the application and made part
hereof.
c. The Issuer is desirous of executing this Agreement in compliance with the aforesaid requirement
of the Exchange.
NOW THEREFORE in consideration of the aforesaid, the Issuer hereby covenants and agrees with the
Exchange as follows:
1. That the Issuer shall comply with the extant provisions of all the applicable statutory enactments
governing the issuance, listing and continued listing of securities.
2. That without prejudice to the above clause, the Issuer hereby covenants and agrees that it shall
comply with the following:–
i. the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
applicable regulations /guidelines/circulars as may be issued by SEBI from time to time.
ii. the relevant byelaws / regulations / circulars / notices / guidelines as may be issued by the
Exchange from time to time.
iii. such other directions, requirements and conditions as may be imposed by SEBI / Exchange
from time to time.
3. That it shall pay listing and such other fees / fines as may be specified / levied by the Exchange
from time to time within the prescribed period.
4. That it shall keep intimated the Exchange about change in any information/ details of the issuer.
5. The admission and continued admission of the securities to dealings on the Exchange is subject
to the discretion of the Exchange and subject to the powers of the Exchange to prohibit, suspend
or withdraw the listing of the securities on the Exchange.
Page 58 of 230
6. * That the board of directors or a committee duly authorized by the board of directors of the issuer
has passed a resolution for initial listing of the securities on the Exchange at its meeting held on
the ................... day of ........................ 20..........
7. * Both parties agree that earlier listing agreement stands rescinded and novation carried out in
accordance with respective regulations shall not affect any right already accrued or liability
incurred by either party nor effect any enquiry or investigation or any other action undertaken by
the Exchange or SEBI.
(* if applicable)
This Agreement is duly executed on the day, month and year first mentioned above by the
authorized signatories duly authorized by the board of directors or committee thereof in their
................... meeting held on ................... (date).
SIGNED AND DELIVERED by the within named )
........................ (Name of the Issuer) )
Through its Authorised Signatories )
Name(s): )
Designation(s): )
SIGNED by the authorized signatory of Stock Exchange )
Name: )
Designation: )
*Note: Stock Exchange may strike off whichever is not applicable
Page 59 of 230
Information about the Company and Securities
Name of Issuer:
CIN No.
GST No.
Registered office Address
Corporate office Address
Telephone No. Fax No.
Website address e-mail id
Name of the Company Secretary/
Compliance officer
Telephone no. Fax
No.
e-mail id
Specified securities (Main Board)
Specified securities (SME Exchange)
Specified securities (Innovators Growth Platform)
Non-convertible debt securities
Securities applied for listing Non-convertible redeemable preference shares
(Please tick (√ ) the appropriate Perpetual debt instrument
boxes)
Perpetual non-cumulative preference shares
Indian depository receipts
Securitized debt instruments
Units issued by Mutual Funds
Others (Please specify)
Page 60 of 230
ANNEXURE 2
Format of disclosure of shareholding pattern of a listed entity
1. Name of Listed Entity:
2. Scrip Code/Name of Scrip/Class of Security
3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)
a. If under 31(1)(b) then indicate the report for Quarter ending
b. If under 31(1)(c) then indicate date of allotment/extinguishment
4. Declaration: The Listed entity is required to submit the following declaration to the extent of
submission of information:-
Particulars Yes* No*
1 Whether the Listed Entity has issued any partly paid up shares?
2 Whether the Listed Entity has issued any Convertible Securities or Warrants?
3 Whether the Listed Entity has any shares against which depository receipts are issued?
4 Whether the Listed Entity has any shares in locked-in?
5 Whether any shares held by promoters are pledged or otherwise encumbered?
* If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid
up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, no.
of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at
the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by
Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the
format of holding of specified securities.
5. The tabular format for disclosure of holding of specified securities is as follows:-
Page 61 of 230
Table I - Summary Statement showing holding of specified securities of the listed entity
Catego Category of No. of No. of No. of No. of Total Shareholding Number of Voting Rights No. of Shareholding, Number of Number of Number of
ry shareholder shareh fully paid Partly shares nos. as a % of held in each class of Shares as a % Locked in Shares equity
olders up equity paid-up underlying shares total no. of securities Underlying assuming full shares pledged or shares held
(I) (II) shares equity Depository held shares (IX) Outstanding conversion of otherwise in
(III) held shares Receipts (calculated convertible convertible (XII) encumbered dematerializ
held (VII) = as per SCRR, securities securities (as a (XIII) ed form
(IV) (VI) (IV)+(V)+ 1957) No. of Voting Total (including percentage of No. As a No. As a
(V) (VI) Rights as a Warrants) diluted share (a) % of (a) % of (XIV)
(VIII) Class Class Tot % of capital) total total
As a % of eg: eg:y al (A+B+ (X) Shar Shar
(A+B+C2) X C) (XI)= (VII)+(X) es es
As a % of held held
(A+B+C2) (b) (b)
(A) Promoter &
Promoter
Group
(B) Public NA
(C) Non Promoter- NA
Non Public
(C1) Shares NA NA
underlying DRs
(C2) Shares held by NA
Employee
Trusts
Total
Page 62 of 230
Table II - Statement showing holding of specified securities by the Promoter and Promoter Group
Category & Entity type PAN No. of No. of Partly No. of Total Sharehol Number of Voting Rights No. of Shareholdin Number of Number of Number of
Name of the shareh fully paid-up shares nos. ding % held in each class of Shares g, as a % Locked in Shares equity
Shareholders Promoter (III) olders paid equity underlying shares calculate securities Underlying assuming shares pledged or shares held
or (IV) up shares Depository held d as per Outstanding full (XIII) otherwise in
(I) Promoter equity held Receipts SCRR, (X) convertible conversion encumbered dematerializ
group share (VIII = 1957 securities of (XIV) ed form
s held (VI) (VII) V+VI+VII) No. of Voting Total as (including convertible No. As a No. As a
(Promoter As a % of Rights a % of Warrants) securities ( (a) % of % of (XV)
group (V) (A+B+C2) Total as a total (a) total
would Voting (XI) percentage Shar share
exclude (IX) rights of diluted es s held
promoters) share held
capital) (b)
(II) (b)
Class Class Tot (XII) =
X Y al (VIII)+(XI) as
a
% of
A+B+C2
(1) Indian
(a) Individuals/Hindu
undivided Family
Name (xyz…)
(b) Central
Government/
State
Government(s)
Name (xyz…)
(c) Financial
Institutions/
Banks
Name (xyz…)
(d) Any Other
(specify)
Name (xyz…)
Sub-Total (A)(1)
(2) Foreign
(a) Individuals (Non-
Resident
Individuals/
Foreign
Page 63 of 230
Individuals)
Name (xyz…)
(b) Government
Name (xyz…)
(c) Institutions
Name (xyz…)
(d) Foreign Portfolio
Investors
Name (xyz…)
(e) Any Other
(specify)
Name (xyz…)
Sub-Total (A)(2)
Total
Shareholding of
Promoter and
Promoter Group
(A)=
(A)(1)+(A)(2)
Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The term “Encumbrance” has the same meaning as assigned under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.
Page 64 of 230
Table III - Statement showing holding of specified securities by the Public shareholders
Category & PAN No. of No. of Partly No. of Total Shareholdi Number of Voting Rights No. of Total Number of Number of Number of Sub-categorization of
Name of sharehold fully paid- shares no. ng % held in each class of Shares shareholdi Locked in Shares equity shares
the (II) er paid up underlyi shares calculated securities Underlyin ng, as a % shares pledged or shares held
Shareholde up equity ng held as per (IX) g assuming otherwise in (XV)
rs (III) equity share Deposito SCRR, No of Voting Total Outstandi full (XII) encumbere demateriali Shareholding (No. of
share s held ry (VII = 1957 Rights as a ng conversion d zed form shares) under
(I) s held Receipts IV+V+V As a % of % of convertibl of
(V) I) (A+B+C2) Total e convertible (XIII) (XIV)
(IV) (VI) Cla Cla Tot Votin securities securities No. As a No. As a Sub- Sub- Sub-
(VIII) ss ss al g (including (as a (a) % of (a) % of categ categ categ
X Y right Warrants) percentage total total ory ory ory
s of diluted Share share
(X) share s held s (i) (ii) (iii)
capital) (b) held
(b)
(XI)
(1) Institutions NA
(Domestic)
(a) Mutual NA
Funds
Name (Xyz) NA
(b) Venture NA
Capital
Funds
Name (Xyz) NA
(c) Alternate NA
Investment
Funds
Name (Xyz) NA
(d) Banks NA
Name (Xyz) NA
(e) Insurance NA
Companies
Name (Xyz) NA
(f) Provident / NA
Pension
Funds
Name (Xyz) NA
(g) Asset NA
Reconstructi
on
Companies
Page 65 of 230
Name (Xyz) NA
(h) Sovereign NA
Wealth
Funds
Name (Xyz) NA
(i) NBFCs NA
registered
with RBI
Name (Xyz) NA
(j) Other NA
Financial
Institutions
Name (Xyz) NA
(k) Any Other NA
(specify)
Name (Xyz) NA
Sub-Total NA
B(1)
(2) Institutions NA
(Foreign)
(a) Foreign NA
Direct
Investment
Name (Xyz) NA
(b) Foreign NA
Venture
Capital
Investors
Name (Xyz) NA
(c) Sovereign NA
Wealth
Funds
Name (Xyz) NA
(d) Foreign NA
Portfolio
Investors
Category I
Name (Xyz) NA
(e) Foreign NA
Portfolio
Investors
Category II
Name (Xyz) NA
Page 66 of 230
(f) Overseas NA
Depositories
(holding
DRs)
(balancing
figure)
Name (Xyz) NA
(g) Any Other NA
(specify)
Name (Xyz) NA
Sub-Total NA
B(2)
(3) Central NA
Governmen
t / State
Governmen
t(s)
(a) Central NA
Government
/ President
of India
Name (Xyz) NA
(b) State NA
Government
/ Governor
Name (Xyz) NA
(c) Shareholdin NA
g by
Companies
or Bodies
Corporate
where
Central /
State
Government
is a
promoter
Name (Xyz) NA
Sub-Total NA
B(3)
(4) Non- NA
institutions
(a) Associate NA
companies /
Subsidiaries
Page 67 of 230
Name (Xyz) NA
(b) Directors NA
and their
relatives
(excluding
independent
directors
and
nominee
directors)
Name (Xyz) NA
(c) Key NA
Managerial
Personnel
Name (Xyz) NA
(d) Relatives of NA
promoters
(other than
‘immediate
relatives’ of
promoters
disclosed
under
‘Promoter
and
Promoter
Group’
category)
Name (Xyz) NA
(e) Trusts NA
where any
person
belonging to
'Promoter
and
Promoter
Group'
category is
'trustee',
'beneficiary',
or 'author of
the trust'
Name (Xyz) NA
(f) Investor NA
Education
Page 68 of 230
and
Protection
Fund (IEPF)
Name (Xyz) NA
(g) Resident NA
Individuals
holding
nominal
share capital
up to Rs. 2
lakhs
Name (Xyz) NA
(h) Resident NA
Individuals
holding
nominal
share capital
in excess of
Rs. 2 lakhs
Name (Xyz) NA
(i) Non NA
Resident
Indians
(NRIs)
Name (Xyz) NA
(j) Foreign NA
Nationals
Name (Xyz) NA
(k) Foreign NA
Companies
Name (Xyz) NA
(l) Bodies NA
Corporate
Name (Xyz) NA
(m) Any Other NA
(specify)
Name (Xyz) NA
Sub-Total NA
(B)(4)
Total Public NA
Shareholdi
ng (B) =
(B)(1) +
Page 69 of 230
(B)(2) +
(B)(3) + B(4)
Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):
Details of Shares which remain unclaimed may be given here along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights
which are frozen etc.
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no. (XIII) is not applicable in the above format.
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian.
(4) Categorization and disclosure of each shareholder category should be carried out in the order prescribed in the above format. If a shareholder is falling under more than one category, then the same shall
be classified in the category falling first in the order prescribed in the above format. Shareholding under any of the categories shall be unique and will not be duplicated under multiple categories.
(5) Sub-categorization of shares under column no. (XV) will be based on shareholding (no. of shares) under the following sub-categories:
(i) Shareholders who are represented by a nominee Director on the board of the listed entity or have the right to nominate a representative (i.e. Director) on the board of the listed entity.
(ii) Shareholders who have entered into shareholder agreement with the listed entity.
(iii) Shareholders acting as persons in concert with promoters.
Page 70 of 230
Table IV - Statement showing holding of specified securities by the Non-Promoter Non-Public shareholders
Category & PAN No. of No. of Partly No. of Total Shareholdin Number of Voting Rights No. of Total Number of Number of Number of
Name of the (II) shareholde fully paid- shares no. g % held in each class of Shares shareholding Locked in Shares equity shares
Shareholders r paid up underlying shares calculate d securities Underlying , as a % shares pledged or held in
(I) (III) up equity Depository held as per (IX) Outstandin assuming full (XII) otherwise dematerialize
equity shares Receipts (VII = SCRR, 1957 g conversion encumbered d form
shares held (VI) IV+V+VI) As a % of convertible of (XIII) (XIV)
held (V) (A+B+C2) No of Voting Rights Total securities convertible
(IV) (VIII) as a % (including securities (as
Class Class Total No. As a % No. As a %
of Warrants) a percentage
X Y (a) of total (a) of total
Total (X) of diluted
Shares shares
Voting share capital)
held held
rights (XI)
(b) (b)
(1) Custodian/D NA
R Holder
(a) Name of DR NA
Holder (If
available)
(i) abc… NA
(ii) efg… NA
Sub-Total
(C1)
(2) Employee NA
Benefit Trust
/ Employee
Welfare Trust
under SEBI
(Share Based
Employee
Benefits and
Sweat Equity)
Regulations,
2021
(a) Name (abc… NA
Sub-Total
(C2)
Total Non NA
Promoter -
Non Public
Shareholding
Page 71 of 230
(C) = (C1) +
(C2)
Note:
(1) PAN would not be displayed on website of Stock Exchange(s).
(2) The above format needs to be disclosed along with the names of the shareholders holding 1% or more than 1% of shares of the listed entity. Column no. (XIII) is not applicable in the above format.
(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.
Page 72 of 230
Table V- Statement showing details of significant beneficial owners
Sr. Details of the SBO Details of the registered owner Details of holding/ exercise of right of the Date of
No (I) (II) SBO in the reporting company, whether creation /
direct or indirect*: acquisition of
(III) significant
beneficial
#
interest
(IV)
Name PAN/ Nationality Name PAN / Nationality Whether by virtue of:
Passport Passport
(a) Shares %
No. in No. in
case of a case of a
(b) Voting rights %
foreign foreign
national$ national (c) Rights on %
distributable
dividend or any
other distribution
(d) Exercise of
control
(e) Exercise of
significant
influence
* In case the nature of the holding / exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column (III),
multiple rows for the same SBO shall be inserted accordingly for each of the categories.
# This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar.
$ PAN/ Passport number not to be disclosed on the website of the Stock Exchange(s).
Page 73 of 230
Table VI - Statement showing foreign ownership limits
Board approved limits Limits utilized
As on shareholding date
As on the end of previous 1st quarter
As on the end of previous 2nd quarter
As on the end of previous 3rd quarter
As on the end of previous 4th quarter
Page 74 of 230
ANNEXURE 3
Format for Compliance Report on Corporate Governance to be submitted by a listed entity on a quarterly basis
1. Name of the Listed Entity :
2. Quarter ending :
I. Composition of Board of Directors
Title Name of PAN$ & Category Initial Date Date of Re- Date of Tenure* Date of No. of No. of Number of No. of post of
(Mr the DIN (Chairperson of appointment Cessation Birth directorship Independent memberships Chairperson in
. / Director /Executive/Non- Appointment in listed Directorship in Audit/ Audit/
Ms) Executive/in entities in listed Stakeholder Stakeholder
dependent/ including entities Committee(s) Committee held
Nominee) & this listed including this including this in listed entities
entity listed entity listed entity including this
listed entity
[with [with (Refer
reference to reference to Regulation (Refer Regulation
Regulation proviso 26(1) of the 26(1) of the
17A(1)] to regulation LODR LODR
17A(1)] & Regulations) Regulations)
17A(2)]
Whether Regular chairperson appointed
Whether Chairperson is related to managing director or CEO
$
PAN number of any director would not be displayed on the website of Stock Exchange
&Category of directors means executive/non-executive/independent/Nominee. If a director fits into more than one category write all categories separating
them with hyphen
* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed
entity in continuity without any cooling off period.
Page 75 of 230
II. Composition of Committees
Name of Committee Whether Regular Name of Category Date of Date of Cessation
chairperson appointed Committee (Chairperson/Executive/Non- Appointment
members Executive/independent/
Nominee) &
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee (if applicable)
4. Stakeholders Relationship Committee
&Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with
hyphen
III. Meeting of Board of Directors
Date(s) of Meeting (if Date(s) of Meeting (if any) Whether Number of Directors Number of independent Maximum gap between any
any) in the previous in the relevant quarter requirement of present* directors present* two consecutive meetings (in
quarter Quorum met* number of days)
Yes / No
* to be filled in only for the current quarter meetings
IV. Meeting of Committees
Date(s) of meeting of the Whether Number of Directors Number of independent Date(s) of meeting Maximum gap between any
committee in the relevant requirement of present* directors present* of the committee in two consecutive meetings
quarter Quorum met the previous in number of days**
(details)* quarter
Yes / No
* to be filled in only for the current quarter meetings
** This information has to be mandatorily be given for audit committee and Risk Management Committee, for rest of the committees giving this information is optional
Page 76 of 230
V. Related Party Transactions
Subject Compliance status (Yes/No/NA)refer note below
Whether prior approval of audit committee obtained
Whether shareholder approval obtained for material RPTs
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by
the Audit Committee
Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A.. For example, if the Board has been composed in accordance
with the requirements of LODR Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may
be indicated.
2 If status is “No” details of non-compliance may be given here.
VI. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
2. The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee
b. Nomination & remuneration committee
c. Stakeholders relationship committee
d. Risk management committee (applicable to the top 1000 listed entities)
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements)
Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure
requirements) Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of
Directors may be mentioned here:
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However if there is no change of information in subsequent quarter(s)
of that financial year, this information may not be given by the listed entity and instead a statement “same as previous quarter” may be given.
Page 77 of 230
ANNEXURE 4
Format for Compliance Report on Corporate Governance to be submitted by a listed entity at the end of the financial year (for the whole of
financial year)
I. Disclosure on website in terms of LODR Regulations
Item Compliance status If Yes provide link to website.
(Yes/No/NA)refer note below If No / NA provide reasons
As per regulation 46(2) of the LODR:
a) Details of business
b) Terms and conditions of appointment of independent directors
c) Composition of various committees of board of directors
d) Code of conduct of board of directors and senior management personnel
e) Details of establishment of vigil mechanism/ Whistle Blower policy
f) Criteria of making payments to non-executive directors
g) Policy on dealing with related party transactions
h) Policy for determining ‘material’ subsidiaries
i) Details of familiarization programmes imparted to independent directors
j) email address for grievance redressal and other relevant details
k) Contact information of the designated officials of the listed entity who are responsible for
assisting and handling investor grievances
l) Financial results
m) Shareholding pattern
n) Details of agreements entered into with the media companies and/or their associates
o) Schedule of analyst or institutional investor meet and presentations made by the listed entity to
analysts or institutional investors simultaneously with submission to stock exchange
oa) audio or video recordings and transcripts of post earnings/quarterly calls
p) New name and the old name of the listed entity
q) Advertisements as per regulation 47(1)
r) Credit rating or revision in credit rating obtained
s) Separate audited financial statements of each subsidiary of the listed entity in respect of a
relevant financial year
Page 78 of 230
t) Secretarial Compliance Report
u) Materiality Policy as per Regulation 30(4)
v) Disclosure of contact details of KMP who are authorized for the purpose of determining
materiality as required under regulation 30(5)
w) Disclosures under regulation 30(8)
x) Statements of deviation(s) or variations(s) as specified in regulation 32
y) Dividend distribution policy as specified in regulation 43A(1)
z) Annual return as provided under section 92 of the Companies Act, 2013
 Confirmation that the above disclosures are in a separate section as specified in regulation
46(2)
 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and
timely updation
II Annual Affirmations
Particulars Regulation Number Compliance status
(Yes/No/NA)refer note below
Independent director(s) have been appointed in terms of specified criteria of 16(1)(b) & 25(6)
‘independence’ and/or ‘eligibility’
Board composition 17(1), 17(1A), 17(1C), 17(1D) & 17(1E)
Meeting of Board of directors 17(2)
Quorum of Board meeting 17(2A)
Review of Compliance Reports 17(3)
Plans for orderly succession for Appointments 17(4)
Code of Conduct 17(5)
Fees/compensation 17(6)
Minimum Information 17(7)
Compliance Certificate 17(8)
Risk Assessment & Management 17(9)
Performance Evaluation of Independent Directors 17(10)
Recommendation of Board 17(11)
Maximum number of directorships 17A
Composition of Audit Committee 18(1)
Meeting of Audit Committee 18(2)
Role of Audit Committee and information to be reviewed by the audit 18(3)
committee
Page 79 of 230
Composition of nomination & remuneration committee 19(1) & (2)
Quorum of Nomination and Remuneration Committee meeting 19(2A)
Meeting of nomination & remuneration committee 19(3A)
Role of Nomination and Remuneration Committee 19(4)
Composition of Stakeholder Relationship Committee 20(1), 20(2)and 20(2A)
Meeting of stakeholder relationship committee 20 (3A)
Role of Stakeholders Relationship Committee 20(4)
Composition and role of risk management committee 21(1),(2),(3),(4)
Meeting of Risk Management Committee 21(3A)
Quorum of Risk Management Committee meeting 21(3B)
Gap between the meetings of the Risk Management Committee 21(3C)
Vigil Mechanism 22
Policy for related party Transaction 23(1), (1A), (5) ,(6),& (8)
Prior or Omnibus approval of Audit Committee for all related party 23(2), (3)
transactions
Approval for material related party transactions 23(4)
Disclosure of related party transactions on consolidated basis 23(9)
Composition of Board of Directors of unlisted material Subsidiary 24(1)
Other Corporate Governance requirements with respect to subsidiary of 24(2),(3),(4),(5) & (6)
listed entity
Alternate Director to Independent Director 25(1)
Maximum Tenure 25(2)
Appointment, Re-appointment or removal of an Independent Director through 25(2A)
special resolution or the alternate mechanism
Meeting of independent directors 25(3) & (4)
Familiarization of independent directors 25(7)
Declaration from Independent Director 25(8) & (9)
Directors and Officers insurance 25(10)
Confirmation with respect to appointment of Independent Directors who 25(11)
resigned from the listed entity
Memberships in Committees 26(1)
Affirmation with compliance to code of conduct from members of Board of 26(3)
Directors and Senior management Personnel
Policy with respect to Obligations of directors and senior management 26(2) & 26(5)
Approval of the Board and shareholders for compensation or profit sharing in 26(6)
connection with dealings in the securities of the listed entity.
Page 80 of 230
Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2)
Note
1. In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance
with the requirements of LODR Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words “N.A.” may
be indicated.
2. If status is “No” details of non-compliance may be given here.
3. If the Listed Entity would like to provide any other information the same may be indicated here.
III Affirmations:
The Listed Entity has approved the Material Subsidiary Policy and the Corporate Governance requirements with respect to the subsidiary of Listed Entity have been
complied.
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
Page 81 of 230
ANNEXURE 5
Format for Compliance Report on Corporate Governance to be submitted by a listed
entity at the end of 6 months after close of the financial year along-with second quarter
report of the next financial year
I Affirmations
Regulation Compliance status
Number (Yes/No/NA)refer note
below
Copy of the annual report including balance sheet, profit and 46(2)
loss account, directors report, corporate governance report,
business responsibility report displayed on website
Presence of Chairperson of Audit Committee at the Annual 18(1)(d)
General Meeting
Presence of Chairperson of the nomination and 19(3)
remuneration committee at the annual general meeting
Presence of Chairperson of the Stakeholder Relationship 20(3)
committee at the annual general meeting
Disclosure of the Secretarial Audit Report of the listed entity 24A(1)
and the material subsidiaries in the Annual Report
Submission of Annual Secretarial Compliance Report 24A(2)
Whether “Corporate Governance Report” disclosed in 34(3) read with
Annual Report para C of
Schedule V
Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A.. For
example, if the Board has been composed in accordance with the requirements of LODR Regulations,
"Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words
“N.A.” may be indicated.
2 If status is “No” details of non-compliance may be given here.
3 If the Listed Entity would like to provide any other information the same may be indicated here.
Name & Designation
Company Secretary / Compliance Officer / Managing Director / CEO / CFO
Page 82 of 230
ANNEXURE 6
Format for disclosure of loans / guarantees / comfort letters / securities etc. to be
submitted twice a year, on a half yearly basis, by the listed entity at the end of every 6
months of the financial year
Half year ending - ………………
I. Disclosure of Loans / guarantees / comfort letters / securities etc.refer note below
(A) Any loan or any other form of debt advanced by the listed entity directly or indirectly to:
Entity Aggregate amount advanced Balance outstanding at the end of
during six months six months
Promoter or any other entity
controlled by them
Promoter Group or any
other entity controlled by
them
Directors (including
relatives) or any other entity
controlled by them
KMPs or any other entity
controlled by them
(B) Any guarantee/ comfort letter (by whatever name called) provided by the listed entity directly or indirectly,
in connection with any loan(s) or any other form of debt availed by:
Entity Type (guarantee, Aggregate amount of Balance outstanding at
comfort letter etc.) issuance during six the end of six months
months (taking into account any
invocation)
Promoter or any
other entity
controlled by them
Promoter Group or
any other entity
controlled by them
Directors (including
relatives) or any
other entity
controlled by them
KMPs or any other
entity controlled by
them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other
form of debt availed by:
Entity Type of security Aggregate value of security Balance outstanding at
(cash, shares etc.) provided during six months the end of six months
Promoter or any
other entity
controlled by them
Page 83 of 230
Promoter Group or
any other entity
controlled by them
Directors (including
relatives) or any
other entity
controlled by them
KMPs or any other
entity controlled by
them
II. Affirmations:
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in
connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s),
promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or
any entity controlled by them are in the economic interest of the company.
Name & Designation
CEO / CFO
Note
1. These disclosures shall exclude any loan (or other form of debt), guarantee / comfort letter (by
whatever name called) or security provided in connection with any loan or any other form of debt;
a) by a government company to/ for the Government or government company
b) by the listed entity to/for its subsidiary [and joint-venture company] whose accounts are
consolidated with the listed entity.
c) by a banking company or an insurance company ; and
d) by the listed entity to its employees or directors as a part of the service conditions
2. If the Listed Entity would like to provide any other information, the same may be indicated as Para D
in the above table.
Page 84 of 230
ANNEXURE 7
FORMAT FOR HOLDING PATTERN OF IDRs
Distribution of IDR holding as on quarter ending [●] :
Category of IDR holders No. of IDR No of Percentage of IDRs
holders IDRs held Held
Promoter's holding
Promoters*
Non-Promoters Holding
Institutional Investors
Mutual Funds
Banks/ Financial Institutions/ Insurance
Companies
Sub-Total
Others
Private Corporate Bodies
Persons resident outside India
- Individuals
- Others
Indian Public
Any other (please specify)
Sub-Total
GRAND TOTAL
* as may be applicable.
Note 1: The name, number of IDRs held and percentage holding of entities / persons holding more
than 1 percent of the IDRs issued by the listed entity shall be given under each head.
Note 2: The listed entity shall provide the following details: (i) number of underlying equity shares of
the listed entity represented by the total IDRs and (ii) percentage of equity shares underlying the IDRs
as a proportion of the total equity share capital of the listed entity.
Page 85 of 230
ANNEXURE 8
PROCEDURE FOR TWO-WAY FUNGIBILITY OF IDRs
1. The procedure for partial two-way fungibility prescribed herein shall be applicable to future IDR
issuances as well as for the existing listed IDRs.
2. The partial two-way fungibility means that the IDRs can be converted into underlying equity shares
and the underlying equity shares can be converted into IDRs within the available headroom. The
headroom for this purpose shall be the number of IDRs originally issued minus the number of IDRs
outstanding, which is further adjusted for IDRs redeemed into underlying equity shares
(“Headroom”).
A. GUIDELINES FOR FUNGIBILITY OF FUTURE IDR ISSUANCE
3. IDRs shall not be redeemable into underlying equity shares before the expiry of one year period
from the date of listing of IDRs.
4. After completion of one year period from the date of listing of IDRs, the issuer shall, provide two-
way fungibility of IDRs.
5. IDR fungibility shall be provided on a continuous basis.
6. The issuer shall provide said fungibility to IDR holders in any of the following ways:
(a) converting IDRs into underlying shares; or
(b) converting IDRs into underlying shares and selling the underlying shares in the foreign
market where the shares of the issuer are listed and providing the sale proceeds to the IDR
holders; or
(c) both the above options may be provided to IDR holders.
Provided that the option once exercised and disclosed by the issuer at the time of offering the
IDRs to public cannot be changed without the specific approval of SEBI.
7. All the IDRs that have been applied for fungibility by the holder shall be transferred to IDR
redemption account at the time of application. The issuer shall take necessary steps to provide
underlying shares or sale proceeds as per the choice made under para 6 above.
8. The Issuer may receive requests from the holders of underlying shares and convert these into IDRs
subject to the Headroom available with respect to the number of IDRs originally issued subject to
the guidelines prescribed by SEBI & Reserve Bank of India (“RBI”) from time to time.
B. GUIDELINES FOR FUNGIBILITY OF EXISTING LISTED IDRs
9. After completion of one-year period from the date of issue of IDRs, the issuer shall, every year
provide redemption/conversion of IDRs into underlying equity shares of the issuer of up to 25% of
the IDRs originally issued. The Issuer shall invite expression of interest from IDR holders by giving
advertisements in leading English and Hindi national daily newspapers with wide circulation as well
Page 86 of 230
as notification to the stock exchanges giving the operating guidelines for redemption/ conversion
of IDRs at least one month before the implementation.
10. The issuer shall exercise the option specified in para 11 below provided that the same is disclosed
in accordance with para 20 below.
11. The mode of fungibility: The issuer shall provide the said fungibility to IDR holders in any of the
following ways:
(a) converting IDRs into underlying shares; or
(b) converting IDRs into underlying shares and selling the underlying shares in the foreign
market where the shares of the Issuer are listed and providing the sale proceeds to the IDR
holders; or
(c) both the above options may be provided to IDR holders.
12. The periodicity for IDR fungibility shall be at least once every quarter. The fungibility window shall
remain open for the period of at least seven days.
13. Provided that the option once exercised and disclosed by the issuer to public cannot be changed
without the specific approval of SEBI. However, the issuer may decide to exercise the option
provided in para 21 below without specific approval from SEBI.
14. Total number of IDRs available for fungibility during one fungibility window shall be fixed before the
opening of the window. Re-issuances of IDRs during the fungibility window, if any, shall be
considered for computation of Headroom only at the time of next cycle of fungibility. Fungibility
window for this purpose shall mean the time period during which IDR holders can apply for
conversion of IDRs into underlying equity shares.
15. In case of requests for conversion in excess of the limit available, the manner of accepting IDRs
for conversion/ redemption or shares for re-issuance shall be on proportionate basis.
16. A reservation of 20% of the IDRs made available for redemption/conversion into underlying equity
shares in the fungibility window shall be provided to Retail Investors. Within this reserved window:
(a) in case of higher demand for fungibility, the demand shall be satisfied on proportionate
basis. Further, the excess unsatisfied demand from the retail investors shall be included in
the unreserved portion.
(b) in case of lower demand for fungibility from retail investors, the unallocated portion shall be
added to the unreserved portion.
17. All the IDRs applied for fungibility shall be transferred to IDR redemption account at the time of
application and in case of unsuccessful bids the balance IDRs shall be transferred back to the
account of applicant. The issuer shall take necessary steps to provide underlying shares or cash
as per the choice made under para 11 above.
18. The Issuer may receive requests from the holders of underlying shares and convert these into IDRs
subject to the Headroom available with respect to the number of IDRs originally issued subject to
the guidelines prescribed by RBI from time to time.
Page 87 of 230
19. In case of option of converting IDRs into underlying shares and providing the sale proceeds to the
IDR holders, the issuer shall disclose the range of fixed/variable costs in percentage terms upfront
and all the cost together shall not exceed 5% of the sale proceeds.
20. Available Headroom and significant conversion/ reconversion transactions shall be disclosed by
the issuer on a continuous basis.
21. Existing issuers shall provide the option of redemption/ conversion within three months of
notification of these guidelines.
22. The existing issuer of IDR may exercise the option of using the guidelines available for the new
issuers as referred above from the anniversary of the date of listing of their IDRs after the issuance
of this circular or from any of the subsequent quarters thereafter. For this purpose, the issuer shall
disclose the exercising of the said option by giving advertisements in leading English and Hindi
national daily newspapers with wide circulation as well as notification to the stock exchanges giving
the operating guidelines for redemption/ conversion of IDRs at least one month before exercising
the option. The said option, once exercised, cannot be reversed.
23. The issuer shall lay down the detailed procedures while taking into consideration the above broad
guidelines in addition to other norms specified by SEBI and RBI, from time to time.
******
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ANNEXURE 9
FORMAT FOR FINANCIAL RESULTS PUBLISHED IN THE NEWSPAPERS (Standalone /
Consolidated)
(See regulation 47(1)(b) of the SEBI (LODR) Regulations, 2015)
Year to date Corresponding
Quarter
Sl. Figures/ 3 months
Particulars ending/Current
No. Previous Year ended in the
Year ending
ending previous year
1. Total income from operations
Net Profit / (Loss) for the period
2. (before Tax, Exceptional and/ or
Extraordinary items#)
Net Profit / (Loss) for the period
3. before tax (after Exceptional and/or
Extraordinary items#)
Net Profit / (Loss) for the period after
4. tax (after Exceptional and/or
Extraordinary items#)
Total Comprehensive Income for the
period [Comprising Profit / (Loss) for
5.
the period (after tax) and Other
Comprehensive Income (after tax)]
6. Equity Share Capital
Reserves (excluding Revaluation
7. Reserve) as shown in the Audited
Balance Sheet of the previous year.
Earnings Per Share (of Rs. ___/-
each) (for continuing and
8. discontinued operations) -
1. Basic:
2. Diluted:
Note:
a. The above is an extract of the detailed format of Quarterly/Annual Financial Results filed with the
Stock Exchanges under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements)
Regulations, 2015. The full format of the Quarterly/Annual Financial Results are available on the
websites of the Stock Exchange(s) and the listed entity. (URL of the filings).
b. The impact on net profit / loss, total comprehensive income or any other relevant financial item(s)
due to change(s) in accounting policies shall be disclosed by means of a footnote.
c. # - Exceptional and/or Extraordinary items adjusted in the Statement of Profit and Loss in
accordance with Ind-AS Rules / AS Rules, whichever is applicable.
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ANNEXURE 10
PROCEDURE FOR LIMITED REVIEW OF THE AUDIT OF ALL THE ENTITIES / COMPANIES
WHOSE ACCOUNTS ARE TO BE CONSOLIDATED WITH THE LISTED ENTITY
1. OBJECTIVE AND CLARIFICATIONS
a. The objective of this Procedure is to ensure that the statutory auditors undertaking the
audit / review of the Consolidated Financial Statements / Results of the Parent Company
obtain desired information as required under the Standard on Auditing (SA) 600, "Using
the Work of Another Auditor" and the Guidance Note (GN) on Audit of Consolidated
Financial Statements (Revised 2016) issued by the Institute of Chartered Accountants of
India (ICAI) in order to rely on the work of the auditors of the Financial Statements / Results
/ Information of the Components, while forming and expressing an opinion / conclusion, as
applicable, on the Consolidated Financial Statements / Results of the Parent Company
under Regulation 33(8) of SEBI LODR Regulations.
However, the audit and limited review of the respective Components that are being
consolidated with the Parent Company shall continue to be undertaken by the respective
auditors of such Components.
b. The procedure is applicable for Listed Entities in the case of review of the Consolidated
Financial Statements / Results of the Parent Company prepared in accordance with the
requirements of:
(i) Indian Accounting Standards (Ind AS), [namely, Ind AS 110: Consolidated
Financial Statements, Ind AS 28: Investments in Associates and Joint Ventures
and Ind AS 111:Joint Arrangements] or
(ii) Accounting Standards (AS), [namely, AS 21: Consolidated Financial Statements,
AS 23: Accounting for Investments in Associates in Consolidated Financial
Statements and AS 27: Financial Reporting of Interests in Joint Ventures].
c. The procedure does not alter the requirements of limited review or audit of the Standalone
/ Consolidated Financial Statements/Results of the Parent Company and/or the
Standalone Financial Statements/Results of the Components. The requirement for review
/ audit of the financial Statements / results as mandated by regulations 33(1) and 33(3),
continues to exist. Accordingly, the Parent Company could opt to either get the
Consolidated Statements / Results subjected to limited review or audit by their auditors.
2. AUDIT / REVIEW OF CONSOLIDATED FINANCIAL STATEMENTS / RESULTS
a. Compliance with Mandatory SAs / SREs / GNs issued by ICAI
The audit / review of Consolidated Financial Statement / Results should be conducted in
accordance with the mandatory Standards on Auditing (SA) / Standards on Review
Engagements (SRE), Guidance Notes (GN), as applicable, issued by the ICAI.
In this regard, the audit of Consolidated Financial Statements/Results should be conducted
in accordance with the Standard on Auditing (SA) 600, "Using the Work of Another Auditor"
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(hereinafter referred to as SA 600) and the Guidance Note (GN) on Audit of Consolidated
Financial Statements (Revised 2016) (hereinafter referred to as GN CFS) issued by the
Institute of Chartered Accountants of India (ICAI) and other guidance/guidelines of the
ICAI. The review of Consolidated Financial Statements / Results should be conducted in
accordance with the Standard on Review Engagements (SRE) issued for the purpose by
the ICAI, also to be read in conjunction with SA 600 and GN on CFS.
b. Procedures under SA 600, SRE 2400/2410 and GN on CFS
The Principal Auditor i.e. the auditor of the parent listed entity should plan and perform an
audit to obtain sufficient and appropriate audit evidence to express an opinion on the
Consolidated Financial Statements / Results. In an audit of Consolidated Financial
Statements / Results, the principal auditor (as defined in SA 600) is required to perform
various procedures in accordance with SA 600 and GN on CFS issued by the ICAI.
The Principal Auditor should plan and perform the review to obtain moderate assurance
as to whether the Consolidated Financial Statements / Results are free of material
misstatement. A review is limited primarily to inquiries of company personnel and analytical
procedures, applied to financial data and thus provides less assurance than an audit. In
an engagement to review Consolidated Financial Statements / Results also, the Principal
Auditor should comply with the requirements of SA 600, SRE 2400/2410 and GN on CFS,
as may be applicable.
c. Procedure
Pursuant to (a) and (b) above, the principal auditor (that is, the Parent Company's Auditor)
shall, inter alia, consider the following procedures, as applicable, with respect to the audit
/ review of the Consolidated Financial Statements/Results:
(Note: These procedures are not to be construed as being complete and comprehensive
and are not a replacement or a substitute to the requirements detailed in the relevant
Standards on Auditing / Standards on Review Engagements/Guidance Notes and must,
therefore, not be read on a standalone basis)
i. Obtain an understanding of the consolidation process followed by the Parent
Company Management, including the instructions issued by the Parent Company
Management to Components.
ii. Discuss with the other auditor or Component Management those of the Component’s
business activities that are significant to the group and identify Components that are
likely to be Significant (See Explanatory Note below) and Non-significant and develop
an overall Consolidated Financial Statements/ Results audit / review plan.
(Explanatory Note: The principal auditor will determine Significant Components.
Such determination should be made by the principal auditor based upon their
understanding of the risks associated with the consolidated financial statements,
materiality and exercise of professional judgment. However, as a minimum, Significant
Components selected by the principal auditor would represent those Components
which together with the Parent Company would in the aggregate represent at least
eighty percent of each of the consolidated revenue, assets and profits.)
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iii. Determine the materiality for the Consolidated Financial Statements / Results as a
whole when establishing the overall Consolidated Financial Statements / Results audit
/ review plan as well as determine whether the component's financial statements are
material to the group to determine whether they should scope in additional
components, and consider using the work of other auditors (that is, the Component
Auditors), as applicable.
iv. When planning to use the work of another auditor, the principal auditor shall consider
the professional competence of the other auditor in the context of the specific
assignment, if the other auditor is not a member of the ICAI –SA 600 Para 11.
v. Determine the nature, timing and extent of the procedures to be performed by the
principal auditor. The principal auditor shall also perform procedures to obtain
sufficient appropriate audit evidence, that the work of the other auditor is adequate for
the principal auditor's purposes, in the context of the specific assignment.
vi. Design and perform audit / review procedures on the Consolidated Financial
Statements / Results arising from the special considerations relating to the
consolidation process.
vii. When considered necessary by the principal auditor, he may require the other auditor
to answer a detailed questionnaire regarding matters on which the principal auditor
requires information for discharging his duties. The other auditor should respond to
such questionnaire on a timely basis.
viii. While the principal auditor should consider the significant findings of the other auditor,
he may consider it appropriate to discuss with the other auditor and the management
of the component, the audit findings or other matters affecting the financial information
of the components. He may also decide that supplemental tests of the records or the
financial statements of the component are necessary. Such tests may, depending
upon the circumstances, be performed by the principal auditor or the other auditor.
ix. When the principal auditor concludes that the financial information of a component is
immaterial, the procedures outlined in SA 600 do not apply. When several
components, immaterial in themselves, are together material in relation to the financial
information of the entity as a whole, the procedures outlined in SA 600 should be
considered.
x. Obtain Management Representations including those relating to the Consolidated
Financial Statements / Results.
xi. Evaluate and consider all Reporting Considerations including those communicated by
the other auditors,
xii. Include in the audit / review documentation, the matters specified in SA 600 Para 18.
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d. Consolidated Financial Statements / Results Audit / Review Instructions
The Consolidated Financial Statements / Results Audit / Review Instructions mentioned below
may set out the work to be performed, the use to be made of that work, and the form and content
of the other auditor communication with the principal auditor.
The principal auditor shall communicate its requirements to the other auditor on a timely basis.
This communication shall set out the work to be performed, the use to be made of that work, and
the form and content of the other auditor communication with the principal auditor.
The Parent Company Management is responsible to ensure that there is co-ordination between
the principal and other auditor to comply with the requirements of SA 600.
The key matters that may, inter alia, be included in the Consolidated Financial Statements /
Results audit / review instructions include:
i. A request that the other auditor, knowing the context in which the principal auditor will use
the work of the other auditor, confirms that the other auditor will cooperate with the principal
auditor
ii. Dates of planned visits to the Components, where considered necessary, by the principal
auditor and/or meetings with the other auditor, duly considering whether the other auditor
is or is not a member of the ICAI
iii. The principal auditor would inform the other auditor of matters such as areas requiring
special consideration, including procedures for the identification of inter component
transactions that may require disclosure.
iv. The ethical and independence requirements that are relevant to the Consolidated Financial
Statements/Results audit/review.
v. The threshold above which misstatements, if any, in the Component’s financial
Statements/results cannot be regarded as immaterial to the Consolidated Financial
Statements/Results.
vi. A list of Related Parties prepared by Parent Company Management and work to be
performed on intra-group transactions and unrealized profits and intra-group account
balances.
vii. Significant Risks of Material Misstatement of the Consolidated Financial
Statements/Results, due to Fraud or Error, identified by the principal auditor that are
relevant to the work of the other auditor.
viii. A description of the accounting policies, to ensure consistent application of accounting
policies across the group.
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ix. A request that the other auditor communicates on a timely basis any Significant Risks of
Material Misstatement of the Consolidated Financial Statements / Results, due to Fraud or
Error, identified in the Component and the other auditor’s response to such risks
x. Subsequent Events Review requirements.
xi. The timetable for completing the audit/review and for submission of deliverables (audited /
reviewed financial statement/results, response to questionnaires, summary of significant
findings, reports, etc.)
xii. Information on instances of non-compliance with laws or regulations that could give rise to
a material misstatement of the Consolidated Financial Statements / Results.
xiii. A list of uncorrected misstatements of the financial information of the Component.
xiv. Indicators of possible management bias in making accounting estimates at the Component
level.
xv. Description of any identified significant deficiencies in internal control at the Component
level.
xvi. Other significant matters that the other auditor communicated or expects to communicate
to those charged with governance of the Component, including fraud or suspected fraud
involving Component Management, employees who have significant roles in internal
control at the Component level or others where the fraud resulted in a material
misstatement of the financial information of the Component.
xvii. Any other matters that may be relevant to the audit/review of the Consolidated Financial
Statements/Results, or that the other auditor wishes to draw to the attention of the principal
auditor, including exceptions noted in the written representations that the other auditor
requested from the Component Management.
The list above is not exhaustive and other matters, as decided by the Principal Auditor may be
included. However, if the principal auditor decides not to include any of the key matters
mentioned above, he may do so with reasons recorded in writing.
The other auditor should:
(a) Initially, provide an acknowledgement to the principal auditor for the receipt of the
instructions; and
(b) Finally, provide a confirmation to the principal auditor regarding compliance with the
instructions received, together with the applicable audit/review report.
Note: Necessary guidance provided by the ICAI in relation to this procedure should be
followed
Page 94 of 230
ANNEXURE 11
FORMATS FOR LIMITED REVIEW REPORTS / AUDIT REPORTS
Exhibit C1: Format for the Limited Review Report for listed entities other than banks and
insurance companies - unaudited standalone quarterly and year to date results
Review report to....................
We have reviewed the accompanying statement of unaudited financial results of
…………………………….. (Name of the Company) for the period ended…………. This statement is
the responsibility of the Company’s Management and has been approved by the Board of Directors.
Our responsibility is to issue a report on these financial statements based on our review.
We conducted our review of the Statement in accordance with the Standard on Review Engagements
(SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the
Entity”, issued by the Institute of Chartered Accountants of India. This standard requires that we plan
and perform the review to obtain moderate assurance as to whether the financial statements are free
of material misstatement. A review is limited primarily to inquiries of company personnel and
analytical procedures applied to financial data and thus provides less assurance than an audit. We
have not performed an audit and accordingly, we do not express an audit opinion.
Based on our review conducted as above, nothing has come to our attention that causes us to believe
that the accompanying statement of unaudited financial results prepared in accordance with
applicable accounting standards and other recognized accounting practices and policies has not
disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to
be disclosed, or that it contains any material misstatement.
[Insert Emphasis of Matter Paragraph]33
Our conclusion is not modified in respect of this matter.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the review report)
(Designation)34
(Membership Number)
UDIN
Place of signature
Date
33 If applicable, based on facts and circumstances of the engagement.
34 Partner or proprietor, as the case may be
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Exhibit C2: When an Unmodified Opinion is expressed on the Quarterly and year to date
financial results for companies (other than banks and insurance companies)
Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited standalone
Quarterly Financial Results and Year to Date Results of the Company Pursuant to the Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF.........................
Report on the audit of the Standalone Financial Results Opinion
We have audited the accompanying standalone quarterly financial results of ……… (Name of the
company) (the company) for the quarter ended ……(date of the quarter end) and the year to date
results for the period from ………… to …………, attached herewith, being submitted by the company
pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“LODR Regulations”).
In our opinion and to the best of our information and according to the explanations given to us these
standalone financial results:
i. are presented in accordance with the requirements of Regulation 33 of the LODR Regulations
in this regard; and
ii. give a true and fair view in conformity with the recognition and measurement principles laid
down in the applicable accounting standards and other accounting principles generally
accepted in India of the net profit/loss35 and other comprehensive income and other financial
information for the quarter ended ……(date of the quarter end) as well as the year to date
results for the period from …to ……
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Results section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]36
Our opinion is not modified in respect of this matter.
35 Whichever is applicable
36 If applicable, based on facts and circumstances of the engagement.
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Management’s Responsibilities for the Standalone Financial Results
These quarterly financial results as well as the year to date standalone financial results have been
prepared on the basis of the interim financial statements. The Company’s Board of Directors are
responsible for the preparation of these financial results that give a true and fair view of the net
profit/loss and other comprehensive income and other financial information in accordance with the
recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim
Financial Reporting’ prescribed under Section 133 of the Act read with relevant rules issued
thereunder and other accounting principles generally accepted in India and in compliance with
Regulation 33 of the LODR Regulations. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial results that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial results, the Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting
process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone financial results as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial results, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
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attention in our auditor’s report to the related disclosures in the financial results or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial results,
including the disclosures, and whether the financial results represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)37
(Membership Number)
UDIN
Place of signature
Date
37 Partner or proprietor, as the case may be.
Page 98 of 230
Exhibit C3: Independent Auditor’s Review Report on Review of Consolidated Unaudited
Quarterly and Year to date Financial Results for companies (other than banks and
insurance companies)
Independent Auditor’s Review Report on consolidated unaudited quarterly and year to date
financial results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
TO THE BOARD OF DIRECTORS OF
...............................
1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial
Results of ......... (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together
referred to as “the Group”), and its share of the net profit/(loss) after tax and total
comprehensive income / loss of its associates and joint ventures for the quarter ended
________ and for the period from_____ to______ (“the Statement”), being submitted by the
Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended38. Attention is drawn to the fact
that the consolidated figures for the corresponding quarter ended ____ and the
corresponding period from _____to______, as reported in these financial results have been
approved by the Parent’s Board of Directors, but have not been subjected to review39.
2. This Statement, which is the responsibility of the Parent’s Management and approved by
the Parent’s Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in Indian Accounting Standard 34 “Interim Financial
Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and
other accounting principles generally accepted in India. Our responsibility is to express a
conclusion on the Statement based on our review.
3. We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India.
A review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance
with Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
We also performed procedures in accordance with the circular issued by the SEBI under
Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, to the extent applicable.
4. The Statement includes the results of the following entities: (indicate list of entities
included in the consolidation similar to the requirement for audited consolidated
results)
38 Regulations includes relevant circulars issued by SEBI from time to time.
39 As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly
financial results are submitted for the first time pursuant to the mandatory requirement with effect from April 1,
2019, and no quarterly consolidated financial results were submitted in the previous year)
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5. Based on our review conducted and procedures performed as stated in paragraph 3 above
and based on the consideration of the review reports of the branch auditors and other
auditors referred to in paragraph 7 below, nothing has come to our attention that causes us
to believe that the accompanying Statement, prepared in accordance with the recognition
and measurement principles laid down in the aforesaid Indian Accounting Standard and
other accounting principles generally accepted in India, has not disclosed the information
required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, including the manner in which
it is to be disclosed, or that it contains any material misstatement.
6. [Insert Emphasis of Matter paragraph]. Our conclusion is not modified in respect of this
matter.
7. We did not review the interim financial statements /financial information/ financial results of
________ branches and _______ joint operations included in the standalone unaudited/
audited interim financial statements/ financial information/ financial results of the entities
included in the Group, whose results reflect total assets40 of Rs. ______ as at_______ and
total revenues of Rs. _______and Rs.______, total net profit / (loss) after tax of
Rs.______and Rs._______ and total comprehensive income/ loss of Rs.______and
Rs.______ for the quarter ended__________ and for the period from_____ to______
respectively, and cash flows (net)41 of Rs. ____ for the period from_____ to__________42,
as considered in the respective standalone unaudited/ audited interim financial statements/
financial information/ financial results of the entities included in the Group. The interim
financial statements/ financial information / financial results of these branches and joint
operations have been reviewed by the branch auditors and other auditors whose reports
have been furnished to us or other auditors, and our conclusion in so far as it relates to the
amounts and disclosures included in respect of these branches and joint operations, is
based solely on the report of such branch auditors and other auditors and the procedures
performed by us as stated in paragraph 3 above.
We did not review the interim financial statements / financial information / financial results
of ______ subsidiaries included in the consolidated unaudited financial results, whose
interim financial statements / financial information / financial results reflect total assets43 of
Rs.______as at_______ and total revenues of Rs.44_______and Rs._______, total net
profit/(loss) after tax of Rs.______ and Rs._______and total comprehensive income / loss
of Rs.______ and Rs._______, for the quarter ended __________and for the period
from_____ to______, respectively, and cash flows (net)45 of Rs. ____ for the period
from_____ to___________, as considered in the consolidated unaudited financial results.
The consolidated unaudited financial results also includes the Group’s share of net
profit/(loss) after tax of Rs. _____and Rs._______ and total comprehensive income / loss
of Rs.__________and Rs. _______for the quarter ended ________ and for the period
from______ to______ ,respectively, as considered in the consolidated unaudited financial
results, in respect of ____associates and ______joint ventures, whose interim financial
statements / financial information/ financial results have not been reviewed by us. These
interim financial statements / financial information / financial results have been reviewed by
other auditors whose reports have been furnished to us by the Management and our
40 Figures for total assets to be reported when balance sheet is also presented with the income statements.
41 To be given on half yearly basis with effect from April 1, 2019
42 Where applicable
43 Figures for total assets to be reported when balance sheet is also presented with the income statements.
44 All amounts, whether audited by other auditors or unaudited to be presented before giving effect to the
permanent and current period consolidation adjustments as specified by paragraph 50 of the Guidance Note on
Audit of Consolidated Financial Statements issued by the ICAI
45 To be given on half yearly basis with effect from April 1, 2019.
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conclusion on the Statement, in so far as it relates to the amounts and disclosures included
in respect of these subsidiaries, associates and joint ventures, is based solely on the reports
of the other auditors and the procedures performed by us as stated in paragraph 3 above.
Our conclusion on the Statement is not modified in respect of the above matters.46
8. The consolidated unaudited financial results includes the interim financial statements/
financial information/ financial results of ______ subsidiaries which have not been
reviewed/audited by their auditors, whose interim financial statements/ financial information/
financial results reflect total assets47 of Rs.________as at ________and total revenue of
Rs._____and Rs.______, total net profit/(loss) after tax of Rs.______and Rs.______ and
total comprehensive income / loss of Rs._______and Rs.______for the quarter ended
_______ and for the period from _____to______ , respectively, and cash flows (net)48 of
Rs. ____ for the period from_____ to___________, as considered in the consolidated
unaudited financial results. The consolidated unaudited financial results also includes the
Group’s share of net profit/(loss) after tax of Rs. _____and Rs.______ and total
comprehensive income / loss of Rs. and Rs._____ for the quarter ended __________ and
for the period from _____to______, respectively, as considered in the consolidated
unaudited financial results, in respect of ____associates and _____ joint ventures , based
on their interim financial statements/ financial information/ financial results which have not
been reviewed/audited by their auditors. According to the information and explanations
given to us by the Management, these interim financial statements / financial information /
financial results are not material to the Group.
Our conclusion on the Statement is not modified in respect of the above matter49.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the audit report) (Designation)50
(Membership Number)
Place of signature
Date
46 When component’s financial statements/ financial information/ financial results are not prepared under an
accounting framework used by the parent or as per group accounting policies, para similar to that provided under
Other Matters paragraph of Illustration 2 of Appendix I to the Guidance Note on Audit of Consolidated Financial
Statements issued by the ICAI may need to be reported as required by paragraph 52 of the said Guidance Note.
47 Figures for total assets to be reported when balance sheet is also presented with the income statements.
48 To be given on half yearly basis with effect from April 1, 2019
49 Use this paragraph only when the unaudited financial statements / financial information / financial results of the
subsidiaries / associates /joint ventures are not material to the Group
50 Partner or proprietor, as the case may be
Page 101 of 230
Exhibit C4: When an Unmodified Opinion is expressed on consolidated audited quarterly and
year to date financial results for companies (other than banks and insurance companies)
Illustrative Format of Independent Auditor’s Report (Unmodified Opinion) on consolidated audited
quarterly and year to date financial results of the Company Pursuant to the Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF........................
Report on the audit of the Consolidated Financial Results
Opinion
We have audited the accompanying Statement of Consolidated Financial Results of.......... (“Holding
company”) and its subsidiaries (holding company and its subsidiaries together referred to as “the
Group”), its associates and jointly controlled entities for the quarter ended ________ and for the
period from_____ to______ (“the Statement”), being submitted by the holding company pursuant to
the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“LODR Regulations”). Attention is drawn to the fact that the
consolidated figures for the corresponding quarter ended ____ and the corresponding period from
______to______, as reported in these financial results have been approved by the holding
company’s Board of Directors, but have not been subjected to audit/review51.
In our opinion and to the best of our information and according to the explanations given to us, and
based on the consideration of the reports of the other auditors on separate financial statements/
financial information of subsidiaries, associates and jointly controlled entities, the Statement:
a. includes the results of the following entities: (to indicate list of entities included in the
consolidation);
b. is presented in accordance with the requirements of Regulation 33 of the LODR Regulations,
as amended; and
c. gives a true and fair view, in conformity with the applicable accounting standards, and other
accounting principles generally accepted in India, of consolidated total comprehensive income
(comprising of net [profit/loss] and other comprehensive income/ loss) and other financial
information of the Group for the quarter ended ________ and for the period from_____ to______
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section
of our report. We are independent of the Group, its associates and jointly controlled entities in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together
51 As applicable (for example, when consolidated quarterly financial results are submitted for the first time
pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly consolidated financial
results were submitted in the previous year).
Page 102 of 230
with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence obtained by us and other auditors in terms of their reports referred to in “Other
Matter” paragraph below, is sufficient and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]52
Our opinion is not modified in respect of this matter.
Management’s Responsibilities for the Consolidated Financial Results
These quarterly financial results as well as the year to date consolidated financial results have been
prepared on the basis of the interim financial statements.
The Holding Company’s Board of Directors are responsible for the preparation and presentation of
these consolidated financial results that give a true and fair view of the net profit/ loss and other
comprehensive income and other financial information of the Group including its associates and
jointly controlled entities in accordance with the recognition and measurement principles laid down
in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under Section 133 of the
Act read with relevant rules issued thereunder and other accounting principles generally accepted
in India and in compliance with Regulation 33 of the LODR Regulations. The respective Board of
Directors of the companies included in the Group and of its associates and jointly controlled entities
are responsible for maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Group and its associates and jointly controlled entities
and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the consolidated financial results that give a true and fair view
and are free from material misstatement, whether due to fraud or error, which have been used for
the purpose of preparation of the consolidated financial results by the Directors of the Holding
Company, as aforesaid.
In preparing the consolidated financial results, the respective Board of Directors of the companies
included in the Group and of its associates and jointly controlled entities are responsible for
assessing the ability of the Group and of its associates and jointly controlled entities to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the respective Board of Directors either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates and
jointly controlled entities are responsible for overseeing the financial reporting process of the Group
and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated financial results
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
52 If applicable, based on facts and circumstances of the engagement.
Page 103 of 230
not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial results,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of the Group and its
associates and jointly controlled entities to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial results,
including the disclosures, and whether the consolidated financial results represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of
the entities within the Group and its associates and jointly controlled entities to express an opinion
on the consolidated Financial Results. We are responsible for the direction, supervision and
performance of the audit of financial information of such entities included in the consolidated
financial results of which we are the independent auditors. For the other entities included in the
consolidated Financial Results, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other
entities included in the consolidated financial results of which we are the independent auditors
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
Page 104 of 230
We also performed procedures in accordance with the circular issued by the SEBI under Regulation
33(8) of the LODR Regulations, as amended, to the extent applicable.
Other Matters
The consolidated Financial Results include the audited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose interim Financial
Statements/Financial Results/ financial information reflect Group’s share of total assets53 of Rs.
_____ as at ______ , Group’s share of total revenue of Rs. _____and Rs. ______ and Group’s share
of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter ended__________ and
for the period from_____ to______ respectively, as considered in the consolidated Financial Results,
which have been audited by their respective independent auditors. The independent auditors’
reports on interim financial statements/Financial Results/financial information of these entities have
been furnished to us and our opinion on the consolidated Financial Results, in so far as it relates to
the amounts and disclosures included in respect of these entities, is based solely on the report of
such auditors and the procedures performed by us are as stated in paragraph above.
The consolidated Financial Results include the unaudited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose interim Financial
Statements/Financial Results/ financial information reflect Group’s share of total assets54 of
Rs._____ as at ______ , Group’s share of total revenue of Rs. _____and Rs._______ and Group’s
share of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter
ended__________ and for the period from_____ to______ respectively, as considered in the
consolidated Financial Results. These unaudited interim Financial Statements/Financial Results/
financial information have been furnished to us by the Board of Directors and our opinion on the
consolidated Financial Results, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, associates and jointly controlled entities is based solely on such
unaudited interim Financial Statements/Financial Results/financial information. In our opinion and
according to the information and explanations given to us by the Board of Directors, these interim
Financial Statements/Financial Results / financial information are not material to the Group.
Our opinion on the consolidated Financial Results is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and the Financial
Results/financial information certified by the Board of Directors.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)55
(Membership Number)
UDIN
Place of signature
Date
53 Figures for total assets to be reported when balance sheet is also presented with the income statements.
54 Figures for total assets to be reported when balance sheet is also presented with the income statements.
55 Partner or proprietor, as the case may be.
Page 105 of 230
Exhibit C5: Illustrative format of independent auditor’s report (unmodified opinion) on the
annual consolidated financial results pursuant to the Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 for companies (other than
banks and insurance companies)
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors of ABC Company Limited (Holding Company)
Report on the Audit of Consolidated Financial Results
Opinion
We have audited the accompanying consolidated annual financial results of ABC Company Limited
(hereinafter referred to as the ‘Holding Company”) and its subsidiaries (Holding Company and its
subsidiaries together referred to as “the Group”), its associates and jointly controlled entities for the
year ended_______, attached herewith, being submitted by the Holding Company pursuant to the
requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (‘LODR Regulations’).
In our opinion and to the best of our information and according to the explanations given to us and
based on the consideration of reports of other auditors on separate audited financial statements
/financial results/ financial information of the subsidiaries, associates and jointly controlled entities,
the aforesaid consolidated financial results:
(i) include the annual financial results of the following entities (to indicate list of entities included
in the consolidation)
(ii) are presented in accordance with the requirements of Regulation 33 of the LODR Regulations
in this regard; and
(iii) give a true and fair view in conformity with the applicable accounting standards, and other
accounting principles generally accepted in India, of net profit/loss56 and other comprehensive
income and other financial information of the Group for the year ended _______.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013 (“Act”). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Results section
of our report. We are independent of the Group, its associates and jointly controlled entities in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence obtained by us and other auditors in terms of their reports referred to in “Other
Matter” paragraph below, is sufficient and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]57
Our opinion is not modified in respect of this matter.
56 As applicable.
57 If applicable, based on facts and circumstances of the engagement.
Page 106 of 230
Board of Directors’ Responsibilities for the Consolidated Financial Results
These Consolidated financial results have been prepared on the basis of the consolidated annual
financial statements. The Holding Company’s Board of Directors are responsible for the preparation
and presentation of these consolidated financial results that give a true and fair view of the net profit/
loss and other comprehensive income and other financial information of the Group including its
associates and jointly controlled entities in accordance with the Indian Accounting Standards
prescribed under Section 133 of the Act read with relevant rules issued thereunder and other
accounting principles generally accepted in India and in compliance with Regulation 33 of the LODR
Regulations. The respective Board of Directors of the companies included in the Group and of its
associates and jointly controlled entities are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Group and
its associates and jointly controlled entities and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
consolidated financial results that give a true and fair view and are free from material misstatement,
whether due to fraud or error, which have been used for the purpose of preparation of the
consolidated financial results by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial results, the respective Board of Directors of the companies
included in the Group and of its associates and jointly controlled entities are responsible for
assessing the ability of the Group and its associates and jointly controlled entities to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the respective Board of Directors either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associates and
jointly controlled entities are responsible for overseeing the financial reporting process of the Group
and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated financial results
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial results,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Page 107 of 230
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are
also responsible for expressing our opinion on whether the company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of the Group and its
associates and jointly controlled entities to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial results or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial results,
including the disclosures, and whether the consolidated financial results represent the underlying
transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information of
the entities within the Group and its associates and jointly controlled entities to express an opinion
on the consolidated Financial Results. We are responsible for the direction, supervision and
performance of the audit of financial information of such entities included in the consolidated
financial results of which we are the independent auditors. For the other entities included in the
consolidated Financial Results, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other
entities included in the consolidated financial results of which we are the independent auditors
regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit. We
also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation
33(8) of the LODR Regulations, as amended, to the extent applicable.
Other Matters58
The consolidated Financial Results include the audited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose Financial Statements/Financial
Results/ financial information reflect Group’s share of total assets59 of Rs. _____ as at ______ ,
Group’s share of total revenue of Rs. _____and Rs. ______ and Group’s share of total net
profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter ended__________ and for the
58 Where applicable.
59 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 108 of 230
period from_____ to______ respectively, as considered in the consolidated Financial Results, which
have been audited by their respective independent auditors. The independent auditors’ reports on
financial statements/ Financial Results/financial information of these entities have been furnished to
us and our opinion on the consolidated Financial Results, in so far as it relates to the amounts and
disclosures included in respect of these entities, is based solely on the report of such auditors and
the procedures performed by us are as stated in paragraph above.
The consolidated Financial Results include the unaudited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose Financial Statements/Financial
Results/ financial information reflect Group’s share of total assets60 of Rs._____ as at ______ ,
Group’s share of total revenue of Rs. _____and Rs._______ and Group’s share of total net
profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter ended__________ and for the
period from_____ to______ respectively, as considered in the consolidated Financial Results. These
unaudited interim Financial Statements/Financial Results/ financial information have been furnished
to us by the Board of Directors and our opinion on the consolidated Financial Results, in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries, associates and
jointly controlled entities is based solely on such unaudited Financial Statements/Financial
Results/financial information. In our opinion and according to the information and explanations given
to us by the Board of Directors, these Financial Statements/Financial Results / financial information
are not material to the Group.
Our opinion on the consolidated Financial Results is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and the Financial
Results/financial information certified by the Board of Directors.
The Financial Results include the results for the quarter ended ___________ being the balancing
figure between the audited figures in respect of the full financial year and the published unaudited
year to date figures up to the third quarter of the current financial year which were subject to limited
review by us.61.
OR
The Financial Results include the results for the quarter ended ___________ being the balancing
figure between the audited figures in respect of the full financial year and the published audited year
to date figures up to the third quarter of the current financial year62.
For XYZ & Co.
Chartered Accountants
(Firm's Registration No.)
Signature
(Name of the Member Signing the Audit Report)
Designation63
(Membership No.)
UDIN
Place of signature:
Date:
60 Figures for total assets to be reported when balance sheet is also presented with the income statements.
61 Use this paragraph where the quarters were subjected to a limited review.
62 Use this paragraph where the quarters were audited.
63 Partner or proprietor, as the case may be.
Page 109 of 230
Exhibit B1: Format for the Limited Review Report for banks for unaudited standalone
quarterly and year to date results
Review report to....................
We have reviewed the accompanying statement of unaudited financial results of ____ (Name of the
Bank) for the period ended ____. This statement is the responsibility of the Bank’s Management and
has been approved by the Board of Directors. Our responsibility is to issue a report on these financial
statements based on our review.
We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent
Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. This standard
requires that we plan and perform the review to obtain moderate assurance as to whether the
financial statements are free of material misstatement. A review is limited primarily to inquiries of
company personnel and analytical procedures applied to financial data and thus provides less
assurance than an audit. We have not performed an audit and accordingly, we do not express an
audit opinion.
In the conduct of our Review we have relied on the review reports in respect of non-performing
assets received from concurrent auditors of __ branches, inspection teams of the bank of ___
branches and other firms of auditors of __ branches specifically appointed for this purpose. These
review reports cover__ percent of the advances portfolio of the bank. Apart from these review
reports, in the conduct of our review, we have also relied upon various returns received from the
branches of the bank.
Based on our review conducted as above, nothing has come to our attention that causes us to
believe that the accompanying statement of unaudited financial results prepared in accordance with
applicable accounting standards and other recognized accounting practices and policies has not
disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to
be disclosed, or that it contains any material misstatement or that it has not been prepared in
accordance with the relevant prudential norms issued by the Reserve Bank of India in respect of
income recognition, asset classification, provisioning and other related matters.
[Insert Emphasis of Matter Paragraph]64
Our conclusion is not modified in respect of this matter.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the review report)
(Designation)65
(Membership Number)
UDIN
Place of signature
Date
64 If applicable, based on facts and circumstances of the engagement.
65 Partner or proprietor, as the case may be.
Page 110 of 230
Exhibit B2: When an Unmodified Opinion is expressed on the Audited quarterly and year to
date Financial Results (for Banks)
Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited Standalone
Quarterly Financial Results and Year to Date Results of the Bank Pursuant to the Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF.........................
Report on the Audit of the Standalone Financial Results
Opinion
We have audited the accompanying standalone quarterly Financial Results of ……… (Name of the
bank) (“the Bank”) for the quarter ended ………(date of the quarter end) and the year to date results
for the period from ……to …… attached herewith, being submitted by the Bank pursuant to the
requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended (“LODR Regulations”), except for the disclosures relating to Pillar 3
disclosure as at _________, including leverage ratio and liquidity coverage ratio under Basel III
Capital Regulations as have been disclosed on the Bank's website and in respect of which a link has
been provided in the Financial Results and have not been audited by us.
In our opinion and to the best of our information and according to the explanations given to us, these
standalone Financial Results:
i. are presented in accordance with the requirements of Regulation 33 of the LODR Regulations
in this regard except for the disclosures relating to Pillar 3 disclosure as at _________,
including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as
have been disclosed on the Bank's website and in respect of which a link has been provided
in the Financial Results and have not been audited by us; and
ii. give a true and fair view in conformity with the recognition and measurement principles laid
down in the applicable accounting standards, RBI guidelines and other accounting principles
generally accepted in India of the net profit/ loss66 and other financial information for the
quarter ended …… (date of the quarter end) as well as the year to date results for the period
from …to ………
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. (“the Act”)/ issued by the Institute of Chartered Accountants of
India67. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial Results section of our report. We are
independent of the Bank in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the
standalone Financial Results, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
66 As applicable.
67 In the case of a Bank, which is not incorporated as a Company.
Page 111 of 230
[Insert Emphasis of Matter Paragraph]68
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for the Standalone Financial Results
These standalone Financial Results have been compiled from the interim standalone financial
statements. The Bank’s Board of Directors are responsible for the preparation of these standalone
Financial Results that give a true and fair view of the net profit/loss69 and other financial information
in accordance with the recognition and measurement principles laid down in Accounting Standard 25
(AS 25)/ Indian Accounting Standard 34 (Ind AS 34) “Interim Financial Reporting” specified under
section 133 of the Act/ issued by the Institute of Chartered Accountants of India70, the relevant
provisions of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the
Reserve Bank of India (RBI) from time to time (“RBI Guidelines”) and other accounting principles
generally accepted in India and in compliance with Regulation 33 of the LODR Regulations. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act/Banking Regulations Act, 194971 for safeguarding of the assets of the Bank and
for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone Financial Results that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone Financial Results, the Board of Directors are responsible for assessing
the Bank’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Board of Directors either intends
to liquidate the Bank or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Bank’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the standalone Financial Results
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone Financial Results. As part of an audit in accordance with SAs,
we exercise professional judgment and maintain professional skepticism throughout the audit. We
also:
• Identify and assess the risks of material misstatement of the standalone Financial Results, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
68 If applicable, based on facts and circumstances of the engagement.
69 As applicable.
70 In the case of a Bank, which is not incorporated as a Company.
71 As applicable.
Page 112 of 230
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Bank’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Bank’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the standalone Financial Results or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Bank to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone Financial Results,
including the disclosures, and whether the standalone Financial Results represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
Other Matter
These standalone Financial Results incorporate the relevant returns of _________ (number) branches
including _______ (number) foreign branches audited by the other auditors specially appointed for
this purpose. These branches audited by other auditors cover ____% of advances, ___% of deposits
and ___% of Non-performing assets as on __________ and ____%/ ____% of revenue for the quarter
ended _______ /for the period ………… to ………… in conduct of our audit, we have taken note of
the unaudited returns in respect of _________ (number) branches certified by the respective branch’s
management. These unaudited branches cover ____% of advances, ___% of deposits and ___% of
Non-performing assets as on __________ and ____% / % of revenue for the quarter ended _______/
for the period … to …….
Our opinion on the standalone financial results is not modified in respect of above matter.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)72
(Membership Number)
UDIN
Place of signature:
Date:
72 Partner or proprietor, as the case may be.
Page 113 of 230
Exhibit B3: Independent Auditor’s Review Report on Review of Consolidated Unaudited
Quarterly and Year to date Financial Results (for banks as per AS)
Independent Auditor’s Review Report On consolidated unaudited quarterly and year to date
financial results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
TO THE BOARD OF DIRECTORS OF
......................
1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of
............... (“the Parent”/”the Bank”) and its subsidiaries (the Parent and its subsidiaries together
referred to as “the Group”), its jointly controlled entities and its share of the net profit/(loss) after
tax of its associates for the quarter ended and for the period from to (“the
Statement”), being submitted by the Parent pursuant to the requirement of Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended73,
except for the disclosures relating to consolidated Pillar 3 disclosure as at , including
leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been
disclosed on the Bank's website and in respect of which a link has been provided in the Statement
and have not been reviewed by us. Attention is drawn to the fact that the consolidated figures for
the corresponding quarter ended and the corresponding period from to , as
reported in these financial results have been approved by the Parent’s Board of Directors, but
have not been subjected to review.74
2. This Statement, which is the responsibility of the Parent’s Management and approved by the
Parent’s Board of Directors, has been prepared in accordance with the recognition and
measurement principles laid down in Accounting Standard 25 “Interim Financial Reporting” (“AS
25”), prescribed under Section 133 of the Companies Act, 201375, the relevant provisions of the
Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve
Bank of India (RBI) from time to time (“RBI Guidelines”) and other accounting principles generally
accepted in India. Our responsibility is to express a conclusion on the Statement based on our
review.
3. We conducted our review of the Statement in accordance with the Standard on Review
Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A
review of interim financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
Standards on Auditing and consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
We also performed procedures in accordance with the circular issued by the SEBI under
Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, to the extent applicable.
4. The Statement includes the results of the following entities: (indicate list of entities included
in the consolidation similar to the requirement for audited consolidated results).
73 Regulations includes relevant circulars issued by SEBI from time to time.
74 As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly financial
results are submitted for the first time pursuant to the mandatory requirement with effect from April 1, 2019, and no quarterly
consolidated financial results were submitted in the previous year).
75 In case of nationalised banks, the reference of Institute of Chartered Accountants of India be suitably specified in lieu of
the reference of The Companies Act, 2013.
Page 114 of 230
5. Based on our review conducted and procedures performed as stated in paragraph 3 above and
based on the consideration of the review reports of the branch auditors and other auditors
referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that
the accompanying Statement, prepared in accordance with the recognition and measurement
principles laid down in the aforesaid Accounting Standard, RBI Guidelines and other accounting
principles generally accepted in India, has not disclosed the information required to be disclosed
in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, including the manner in which it is to be disclosed, except for
the disclosures relating to consolidated Pillar 3 disclosure as at , including leverage ratio
and liquidity coverage ratio under Basel III Capital Regulations as have been disclosed on the
Bank's website and in respect of which a link has been provided in the Statement and have not
been reviewed by us, or that it contains any material misstatement.
6. [Insert Emphasis of Matter paragraph]. Our conclusion is not modified in respect of this matter.
7. We did not review the interim financial statements /financial information/ financial results of
branches included in the standalone unaudited/ audited interim financial statements/ financial
information/ financial results of the entities included in the Group, whose results reflect total
assets76 of Rs. as at and total revenues of Rs. and Rs. and total net profit / (loss)
after tax of Rs. and Rs. for the quarter ended and for the
period from to respectively, and cash flows (net)77 of Rs. for the period
from to 78, as considered in the respective standalone unaudited/ audited interim
financial statements/ financial information/ financial results of the entities included in the Group.
The interim financial statements/ financial information / financial results of these branches have
been reviewed by the branch auditors and other auditors whose reports have been furnished to
us or other auditors, and our conclusion in so far as it relates to the amounts and disclosures
included in respect of these branches, is based solely on the report of such branch auditors and
other auditors and the procedures performed by us as stated in paragraph 3 above.
We did not review the interim financial statements / financial information / financial results of
______ subsidiaries and _______jointly controlled entities included in the consolidated
unaudited financial results, whose interim financial statements / financial information / financial
results reflect total assets79 of Rs.______as at_______ and total revenues of Rs.80_______and
Rs._______and total net profit/(loss) after tax of Rs.______ and Rs._______ for the quarter
ended __________ and for the period from_____ to______, respectively, and cash flows (net)81
of Rs. ____ for the period from_____ to___________, as considered in the consolidated
unaudited financial results. The consolidated unaudited financial results also includes the
Group’s share of net profit/(loss) after tax of Rs. _____and Rs._______ for the quarter ended
________ and for the period from______ to______ ,respectively, as considered in the
consolidated unaudited financial results, in respect of ____associates , whose interim financial
statements / financial information/ financial results have not been reviewed by us. These interim
financial statements / financial information / financial results have been reviewed by other
auditors whose reports have been furnished to us by the Management and our conclusion on the
Statement, in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other
auditors and the procedures performed by us as stated in paragraph 3 above.
76 Figures for total assets to be reported when balance sheet is also presented with the income statements.
77 To be given on half yearly basis with effect from April 1, 2019
78 Where applicable
79 Figures for total assets to be reported when balance sheet is also presented with the income statements.
80 All amounts, whether audited by other auditors or unaudited to be presented before giving effect to the permanent and current period
consolidation adjustments as specified by paragraph 50 of the Guidance Note on Audit of Consolidated Financial Statements issued by the
ICAI
81 To be given on half yearly basis with effect from April 1, 2019
Page 115 of 230
Our conclusion on the Statement is not modified in respect of the above matters82.
8. The consolidated unaudited financial results includes the interim financial statements /financial
information/ financial results which have not been reviewed/audited of________ branches
included in the standalone unaudited/ audited interim financial statements/ financial information/
financial results of the entities included in the Group, whose results reflect total assets83 of Rs.
as at and total revenues of Rs.
and Rs. and total net profit / (loss) after tax of Rs. and Rs. for
the quarter ended and for the period from to respectively, and cash flows
(net)84 of Rs. for the period from to 85 , as considered in the
respective standalone unaudited/ audited interim financial statements/ financial information/
financial results of the entities included in the Group. According to the information and
explanations given to us by the Management, these interim financial statements / financial
information / financial results are not material to the Group.
The consolidated unaudited financial results includes the interim financial statements/ financial
information/ financial results of subsidiaries and jointly controlled
entities which have not been reviewed/audited by their auditors, whose interim financial
statements/ financial information/ financial results reflect total assets86 of Rs. as
at and total revenue of Rs. and Rs. and total net profit/(loss)
after tax of Rs. and Rs. for the quarter ended and for the period
from to ,respectively, and cash flows (net)87 of Rs. for the period
from to , as considered in the consolidated unaudited financial results.
The consolidated unaudited financial results also includes the Group’s share of net profit/(loss)
after tax of Rs. and Rs. for the quarter ended and for the
period from to , respectively, as considered in the consolidated unaudited
financial results, in respect of associates, based on their interim financial statements/ financial
information/ financial results which have not been reviewed/audited by their auditors. According
to the information and explanations given to us by the Management, these interim financial
statements / financial information / financial results are not material to the Group.
Our conclusion on the Statement is not modified in respect of the above matter88.
For XYZ & Co.
Chartered Accountants
Signature
(Name of the member signing the audit report)
(Designation)89
(Membership Number)
Place of signature
Date
82 When component’s financial statements/ financial information/ financial results are not prepared under an accounting
framework used by the parent or as per group accounting policies, para similar to that provided under Other Matters paragraph
of Illustration 2 of Appendix I to the Guidance Note on Audit of Consolidated Financial Statements issued by the ICAI may
need to be reported as required by paragraph 52 of the said Guidance Note
83 Figures for total assets to be reported when balance sheet is also presented with the income statements
84 To be given on half yearly basis with effect from April 1, 2019
85 Where applicable
86 Figures for total assets to be reported when balance sheet is also presented with the income statements.
87 To be given on half yearly basis with effect from April 1, 2019
88 Use this paragraph only when the unaudited financial statements / financial information / financial results of the subsidiaries
/ jointly controlled entities / associates are not material to the Group.
89 Partner or proprietor, as the case may be.
Page 116 of 230
Exhibit B4: When an Unmodified Opinion is expressed on consolidated audited quarterly and
year to date Financial Results (for Banks)
Illustrative Format of Independent Auditor’s Report (Unmodified Opinion) on consolidated audited
quarterly and year to date Financial Results of the Bank Pursuant to the Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF........................
Report on the Audit of the Consolidated Financial Results
Opinion
We have audited the accompanying Statement of Consolidated Financial Results of .......... (Name
of the bank) (“the Bank”/the parent) and its subsidiaries(the parent and its subsidiaries together
referred to as “the Group”), its associates and jointly controlled entities for the quarter ended
_____and for the period from_____ to______ (“the Statement”), being submitted by the Bank
pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“LODR Regulations”)90 except for the disclosures
relating to consolidated Pillar 3 disclosure as at _________, including leverage ratio and liquidity
coverage ratio under Basel III Capital Regulations as have been disclosed on the Bank's website
and in respect of which a link has been provided in the Financial Results and have not been audited
by us. Attention is drawn to the fact that the consolidated Financial Results/Financial information for
the corresponding quarter ended ____ and the corresponding period from______ to______, as
reported in these Financial Results have been approved by the Bank’s Board of Directors but have
not been subjected to audit/review91.
In our opinion and to the best of our information and according to the explanations given to us, and
based on the consideration of the reports of the other auditors on separate audited financial
statements/financial results/financial information of, subsidiaries, associates and jointly controlled
entities, the aforesaid Financial Results:
a. include the results of the following entities: (to indicate list of entities included in the
consolidation);
b. are presented in accordance with the requirements of Regulation 33 of the LODR Regulations
except for the disclosures relating to consolidated Pillar 3 disclosure as at _________, including
leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been
disclosed on the Bank's website and in respect of which a link has been provided in the Financial
Results and have not been audited by us; and
c. give a true and fair view, in conformity with the applicable accounting standards, RBI guidelines
and other accounting principles generally accepted in India, of the consolidated net profit/loss92
90 Regulations includes relevant circulars issued by SEBI from time to time.
91 As applicable (for example, in the first financial year of a newly listed company, or when consolidated quarterly
Financial Results are submitted for the first time pursuant to the mandatory requirement with effect from April
1, 2019, and no quarterly consolidated Financial Results were submitted in the previous year).
92 As applicable.
Page 117 of 230
and other financial information of the Group for the quarter ended ………and for the period
from_____ to______.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. (“Act”) /issued by the Institute of Chartered Accountants of
India93. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are
independent of the Group, its associates and jointly controlled entities in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the consolidated Financial Results, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us and other auditors in terms of their reports referred to
in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis for our audit
opinion.
[Insert Emphasis of Matter Paragraph]94
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for the Consolidated Financial Results
These Consolidated Financial Results have been compiled from the audited consolidated interim
financial statements/ financial information.
The Bank’s Board of Directors are responsible for the preparation and presentation of these
consolidated Financial Results that give a true and fair view of the net profit/ loss95 and other financial
information of the Group including its associates and jointly controlled entities in accordance with the
recognition and measurement principles laid down in Accounting Standard 25 (AS 25) / Indian
Accounting Standard 34 (Ind AS 34) “Interim Financial Reporting” specified under section 133 of the
Act / issued by the Institute of Chartered Accountants of India96, the relevant provisions of the
Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve Bank
of India (RBI) from time to time (“RBI Guidelines”) and other accounting principles generally accepted
in India and in compliance with Regulation 33 of the LODR Regulations. The respective Board of
Directors of the entities included in the Group and of its associates and jointly controlled entities are
responsible for maintenance of adequate accounting records in accordance with the provisions of
the Act/Banking Regulations Act, 1949 for safeguarding of the assets of the Group and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the consolidated Financial Results that give a true and fair view and
93 In the case of a Bank, which is not incorporated as a Company.
94 If applicable, based on facts and circumstances of the engagement.
95 As applicable.
96 In the case of a Bank, which is not incorporated as a Company.
Page 118 of 230
are free from material misstatement, whether due to fraud or error which have been used for the
purpose of preparation of the consolidated financial results by the Directors of the Bank, as aforesaid.
In preparing the consolidated Financial Results, the respective Board of Directors of the entities
included in the Group and of its associates and jointly controlled entities are responsible for
assessing the ability of the Group and of its associates and jointly controlled entities to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the entities included in the Group and of its associates and
jointly controlled entities are responsible for overseeing the financial reporting process of the Group
and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated Financial Results
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated Financial Results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated Financial Results,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Bank’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of the Group and its
associates and jointly controlled entities to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated Financial Results or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated Financial Results,
including the disclosures, and whether the consolidated Financial Results represent the
underlying transactions and events in a manner that achieves fair presentation.
Page 119 of 230
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information
of the entities within the Group and its associates and jointly controlled entities to express an
opinion on the consolidated Financial Results. We are responsible for the direction, supervision
and performance of the audit of financial information of such entities included in the consolidated
financial results of which we are the independent auditors. For the other entities included in the
consolidated Financial Results, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Bank and such other entities included
in the consolidated Financial Results of which we are the independent auditors regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation
33(8) of the LODR Regulations, as amended, to the extent applicable.
Other Matters
The consolidated Financial Results include the audited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose interim Financial
Statements/Financial Results/ financial information reflect Group’s share of total assets97 of Rs.
_____ as at ______ , Group’s share of total revenue of Rs. _____and Rs. ______ and Group’s share
of total net profit/(loss) after tax of Rs. ______and Rs. _____for the quarter ended_______ and for
the period from_____ to______ respectively, as considered in the consolidated Financial Results,
which have been audited by their respective independent Auditors. The independent auditors’
reports on interim financial statements/Financial Results/financial information of these entities have
been furnished to us and our opinion on the consolidated Financial Results, in so far as it relates to
the amounts and disclosures included in respect of these entities, is based solely on the report of
such auditors and the procedures performed by us are as stated in paragraph above.
The consolidated Financial Results include the unaudited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose interim Financial
Statements/Financial Results/ financial information reflect Group’s share of total assets98 of
Rs._____ as at ______ , Group’s share of total revenue of Rs. _____and Rs._______ and Group’s
share of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter
ended__________ and for the period from_____ to______ respectively, as considered in the
consolidated Financial Results. These unaudited interim Financial Statements/Financial Results/
financial information have been furnished to us by the Board of Directors and our opinion on the
consolidated Financial Results, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, associates and jointly controlled entities is based solely on such
unaudited interim Financial Statements/Financial Results/financial information. In our opinion and
97 Figures for total assets to be reported when balance sheet is also presented with the income statements.
98 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 120 of 230
according to the information and explanations given to us by the Board of Directors, these interim
Financial Statements/Financial Results / financial information are not material to the Group.
Our opinion on the consolidated Financial Results is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and the Financial
Results/financial information certified by the Board of Directors.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)99
(Membership Number)
UDIN
Place of signature:
Date:
99 Partner or proprietor, as the case may be
Page 121 of 230
Exhibit B5: Illustrative format of independent auditor’s report (unmodified opinion) on the
annual consolidated Financial Results under Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (for Banks)
INDEPENDENT AUDITOR’S REPORT
TO THE BOARD OF DIRECTORS OF ........................
Report on the Audit of the Consolidated Financial Results
Opinion
We have audited the accompanying Statement of Consolidated Financial Results of .......... (Name
of the bank) (“the Bank”/the parent) and its subsidiaries (the parent and its subsidiaries together
referred to as “the Group”), its associates and jointly controlled entities, for the year ended ________
(“the Statement”), being submitted by the Bank pursuant to the requirement of Regulation 33 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“LODR
Regulations”)100 except for the disclosures relating to consolidated Pillar 3 disclosure as at
_________, including leverage ratio and liquidity coverage ratio under Basel III Capital Regulations
as have been disclosed on the Bank's website and in respect of which a link has been provided in
the Financial Results and have not been audited by us. Attention is drawn to the fact that the
consolidated Financial Results/Financial information for the corresponding year ended ____ as
reported in these Financial Results have been approved by the Bank’s Board of Directors but have
not been subjected to audit/review101.
In our opinion and to the best of our information and according to the explanations given to us, and
based on the consideration of the reports of the other auditors on separate audited financial
statements/financial results/financial information of, subsidiaries, associates and jointly controlled
entities, the aforesaid Financial Results:
a. include the financial results of the following entities: (to indicate list of entities included in the
consolidation);
b. are presented in accordance with the requirements of Regulation 33 of the LODR Regulations
except for the disclosures relating to consolidated Pillar 3 disclosure as at _________, including
leverage ratio and liquidity coverage ratio under Basel III Capital Regulations as have been
disclosed on the Bank's website and in respect of which a link has been provided in the Financial
Results and have not been audited by us; and
c. give a true and fair view, in conformity with the applicable accounting standards, RBI guidelines
and other accounting principles generally accepted in India, of the consolidated net profit/loss102
and other financial information of the Group for the year ended ________.
Basis for Opinion
100 Regulations includes relevant circulars issued by SEBI from time to time.
101 As applicable (for example, in the first financial year of a newly listed company, or when consolidated
quarterly Financial Results are submitted for the first time pursuant to the mandatory requirement with effect
from April 1, 2019, and no quarterly consolidated Financial Results were submitted in the previous year).
102 As applicable.
Page 122 of 230
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. (“Act”) /issued by the Institute of Chartered Accountants of
India103. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Results section of our report. We are
independent of the Group, its associates and jointly controlled entities in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the consolidated Financial Results, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence obtained by us and other auditors in terms of their reports referred to
in “Other Matter” paragraph below, is sufficient and appropriate to provide a basis for our opinion.
[Insert Emphasis of Matter Paragraph]104
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for the Consolidated Financial Results
These Consolidated Financial Results have been compiled from the consolidated Annual audited
financial statements.
The bank’s Board of Directors are responsible for the preparation and presentation of these
consolidated Financial Results that give a true and fair view of the consolidated net profit/ loss105
and other financial information of the Group including its associates and jointly controlled entities in
accordance with the Accounting Standards/ Indian Accounting Standards specified under section
133 of the Act / issued by the Institute of Chartered Accountants of India106, the relevant provisions
of the Banking Regulation Act, 1949, the circulars, guidelines and directions issued by the Reserve
Bank of India (RBI) from time to time (“RBI Guidelines”) and other accounting principles generally
accepted in India and in compliance with Regulation 33 of the LODR Regulations. The respective
Board of Directors of the entities included in the Group and of its associates and jointly controlled
entities are responsible for maintenance of adequate accounting records in accordance with the
provisions of the Act/Banking Regulations Act, 1949 for safeguarding of the assets of the Group and
for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the consolidated Financial Results that give a true and fair view and
are free from material misstatement, whether due to fraud or error which have been used for the
purpose of preparation of the consolidated financial results by the Directors of the Bank, as aforesaid.
In preparing the consolidated Financial Results, the respective Board of Directors of the entities
included in the Group and of its associates and jointly controlled entities are responsible for
assessing the ability of the Group and of its associates and jointly controlled entities to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.
103 In the case of a Bank, which is not incorporated as a Company.
104 If applicable, based on facts and circumstances of the engagement.
105 As applicable.
106 In the case of a Bank, which is not incorporated as a Company.
Page 123 of 230
The respective Board of Directors of the entities included in the Group and of its associates and
jointly controlled entities are responsible for overseeing the financial reporting process of the Group
and of its associates and jointly controlled entities.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated Financial Results
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated Financial Results.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated Financial Results,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Bank’s internal control. [OR] Under Section 143(3)(i) of the
Companies Act 2013, we are also responsible for expressing our opinion on whether the bank
has adequate internal financial controls with reference to financial statements in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the ability of the Group and its
associates and jointly controlled entities to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated Financial Results or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group and its associates
and jointly controlled entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated Financial Results,
including the disclosures, and whether the consolidated Financial Results represent the
underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial results/financial information
of the entities within the Group and its associates and jointly controlled entities to express an
opinion on the consolidated Financial Results. We are responsible for the direction, supervision
and performance of the audit of financial information of such entities included in the consolidated
financial results of which we are the independent auditors. For the other entities included in the
consolidated Financial Results, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision and performance of the audits carried out by
them. We remain solely responsible for our audit opinion.
Page 124 of 230
We communicate with those charged with governance of the Bank and such other entities included
in the consolidated Financial Results of which we are the independent auditors regarding, among
other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
We also performed procedures in accordance with the circular issued by the SEBI under Regulation
33(8) of the LODR Regulations, as amended, to the extent applicable.
Other Matters
The consolidated Financial Results include the audited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose Financial Statements/Financial
Results/ financial information reflect Group’s share of total assets107 of Rs. _____ as at ______ ,
Group’s share of total revenue of Rs. _____and Rs. ______ and Group’s share of total net
profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter and year ended__________
respectively, as considered in the consolidated Financial Results, which have been audited by their
respective independent Auditors. The independent auditors’ reports on financial statements/financial
results/financial information of these entities have been furnished to us and our opinion on the
consolidated Financial Results, in so far as it relates to the amounts and disclosures included in
respect of these entities, is based solely on the report of such auditors and the procedures performed
by us are as stated in paragraph above.
The consolidated Financial Results include the unaudited Financial Results of ______ subsidiaries,
____ associates and _______ jointly controlled entities, whose Financial Statements/Financial
Results/ financial information reflect Group’s share of total assets108 of
Rs._____ as at ______ , Group’s share of total revenue of Rs. _____and Rs._______ and Group’s
share of total net profit/(loss) after tax of Rs. ______and Rs. ______ for the quarter and year
ended__________ respectively, as considered in the consolidated Financial Results. These
unaudited Financial Statements/Financial Results/ financial information have been furnished to us
by the Board of Directors and our opinion on the consolidated Financial Results, in so far as it relates
to the amounts and disclosures included in respect of these subsidiaries, associates and jointly
controlled entities is based solely on such unaudited Financial Statements/Financial
Results/financial information. In our opinion and according to the information and explanations given
to us by the Board of Directors, these Financial Statements/Financial Results / financial information
are not material to the Group.
Our opinion on the consolidated Financial Results is not modified in respect of the above matters
with respect to our reliance on the work done and the reports of the other auditors and the Financial
Results/financial information certified by the Board of Directors.
The Financial Results include the results for the quarter ended ___________ being the balancing
figure between the audited figures in respect of the full financial year and the published unaudited
107 Figures for total assets to be reported when balance sheet is also presented with the income statements.
108 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 125 of 230
year to date figures up to the third quarter of the current financial year which were subject to limited
review by us.109
OR
The Financial Results include the results for the quarter ended ___________ being the balancing
figure between the audited figures in respect of the full financial year and the published audited year
to date figures up to the third quarter of the current financial year110.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)111
(Membership Number)
UDIN
Place of signature:
Date:
109 Use this paragraph where the quarters were subjected to a limited review.
110 Use this paragraph where the quarters were audited.
111 Partner or proprietor, as the case may be.
Page 126 of 230
ANNEXURE 12
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, ........
(See regulation 33 of the SEBI (LODR) Regulations, 2015)
Audited Figures Adjusted
Figures
I. (as reported before
Sl. adjusting for (audited
Particulars
qualifications) figures after
No.
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:
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III. Signatories:
• CEO/Managing Director
• CFO
• Audit Committee Chairman
• Statutory Auditor
Place:
Date:
Page 128 of 230
ANNEXURE 13
FORMAT FOR DISCLOSURE OF RELATED PARTY TRANSACTIONS
Additional disclosure of related party transactions - applicable only in case the related
party transaction relates to loans, inter-corporate deposits, advances or investments
made or given by the listed entity/subsidiary. These details need to be disclosed only
once, during the reporting period when such transaction was undertaken.
Value of the
Value of
related party
Details of the transaction In case monies
Type of transaction In case any financial
party (listed during the are due to either
related party as approved indebtedness is incurred to
entity reporting party as a result Details of the loans, inter-corporate deposits,
Details of the counterparty transaction by the audit make or give loans, inter-
/subsidiary) period of the advances or investments
(see Note 5) committee corporate deposits,
entering into (see Note transaction
(see Note advances or investments
the transaction 6b) (see Note 1)
6a)
S. No Purpose
for which
Nature the funds
Relationship of Nature of Cost (loan/ will be
the counterparty indebtedness advance/ utilised by
Name PAN Name PAN with the listed
Opening Closing
(loan/ issuance (see Tenure inter-
Interest
Tenure
Secured/
the
balance balance Rate (%) unsecured
entity or its of debt/ any Note corporate ultimate
subsidiary other etc.) 7) deposit/ recipient
investment of funds
(end-
usage)
Total
(of
Note
6b)
Notes:
1. The details in this format are required to be provided for all transactions undertaken during the reporting period. However, opening and closing balances,
including commitments, to be disclosed for existing related party transactions even if there is no new related party transaction during the reporting period.
Page 129 of 230
2. Where a transaction is undertaken between members of the consolidated entity (between the listed entity and its subsidiary or between subsidiaries), it may
be reported once.
3. Listed banks shall not be required to provide the disclosures with respect to related party transactions involving loans, inter-corporate deposits, advances or
investments made or given by the listed banks.
4. For companies with financial year ending March 31, this information has to be provided for six months ended September 30 and six months ended March 31.
Companies with financial years ending in other months, the six months period shall apply accordingly.
5. Each type of related party transaction (for e.g. sale of goods/services, purchase of goods/services or whether it involves a loan, inter-corporate deposit, advance
or investment) with a single party shall be disclosed separately and there should be no clubbing or netting of transactions of same type. However, transactions
with the same counterparty of the same type may be aggregated for the reporting period. For instance, sale transactions with the same party may be aggregated
for the reporting period and purchase transactions may also be disclosed in a similar manner. There should be no netting off for sale and purchase transactions.
Similarly, loans advanced to and received from the same counterparty should be disclosed separately, without any netting off.
6. In case of a multi-year related party transaction:
a. The aggregate value of such related party transaction as approved by the audit committee shall be disclosed in the column “Value of the related
party transaction as approved by the audit committee”.
b. The value of the related party transaction undertaken in the reporting period shall be reported in the column “Value of related party transaction during
the reporting period”.
7. "Cost" refers to the cost of borrowed funds for the listed entity.
8. PAN will not be displayed on the website of the Stock Exchange(s).
9. Transactions such as acceptance of fixed deposits by banks/NBFCs, undertaken with related parties, at the terms uniformly applicable /offered to all
shareholders/ public shall also be reported.
*****
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ANNEXURE 14
STATEMENT ON DEVIATION OR VARIATION FOR PROCEEDS OF PUBLIC ISSUE, RIGHTS ISSUE, PREFERENTIAL ISSUE, QUALIFIED
INSTITUTIONS PLACEMENT ETC.
Statement on deviation / variation in utilisation of funds raised
Name of listed entity
Mode of Fund Raising Public Issues / Rights
Issues / Preferential
Issues / QIP / Others
Date of Raising Funds
Amount Raised
Report filed for Quarter ended
Monitoring Agency applicable / not
applicable
Monitoring Agency Name, if applicable
Is there a Deviation / Variation in use of funds Yes / No
raised
If yes, whether the same is pursuant to change
in terms of a contract or objects, which was
approved by the shareholders
If Yes, Date of shareholder Approval
Explanation for the Deviation / Variation
Comments of the Audit Committee after review
Comments of the auditors, if any
Page 131 of 230
Objects for which funds have been raised and
where there has been a deviation, in the
following table
Original Object Modified Object, if any Original Modified Funds Amount of Remarks
Allocation a llocation, Utilised Deviation/Variation if any
if any for the quarter
according to
applicable object
Deviation or variation could mean:
(a) Deviation in the objects or purposes for which the funds have been raised or
(b) Deviation in the amount of funds actually utilized as against what was originally disclosed or
(c) Change in terms of a contract referred to in the fund raising document i.e. prospectus, letter of offer, etc.
Name of Signatory
Designation
Page 132 of 230
ANNEXURE 15
FORMAT FOR THE ANNUAL SECRETARIAL COMPLIANCE REPORT
(On the letter head of the Practicing Company Secretary)
Secretarial compliance report of [●] [Name of the listed entity] for the year ended
________
I/We……………. have examined:
(a) all the documents and records made available to us and explanation provided by [●] [Name
of the listed entity] (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this
certification,
for the year ended [●] (“Review Period”) in respect of compliance with the provisions of :
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations,
circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and
the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange
Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have
been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021;
(f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021;
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
(h) …………(other regulations as applicable)
and circulars/ guidelines issued thereunder;
(Note: The aforesaid list of Regulations is only illustrative. The list of all SEBI Regulations, as may be
relevant and applicable to the listed entity for the review period, shall be added.)
Page 133 of 230
and based on the above examination, I/We hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/
guidelines issued thereunder, except in respect of matters specified below:-
Compliance
Requirement
Observations/
(Regulations/
Regulation/ Action Details Remarks of
Sr. circulars/ Fine Management
Circular Deviations Taken Type of Action of the Practicing Remarks
No. guidelines Amount Response
No. by Violation Company
including
Secretary
specific
clause)
Advisory/Clarification
/ Fine/Show Cause
Notice/ Warning, etc.
(b) The listed entity has taken the following actions to comply with the observations made in
previous reports:
Observations/
Observations made in
Remarks of the Details of violation / Remedial Comments of
the secretarial Compliance Requirement
Practicing deviations and actions actions, if the PCS on
Sr. compliance report for the (Regulations/circulars/
Company taken / penalty any, taken the actions
No. year ended ….. guidelines including
Secretary in imposed, if any, on the by the taken by the
(the years are to be specific clause)
the previous listed entity listed entity listed entity
mentioned)
reports
(Note:
1. Provide the list of all the observations in the report for the previous year along with the actions
taken by the listed entity on those observations.
2. Add the list of all observations in the reports pertaining to the periods prior to the previous year
in case the entity has not taken sufficient steps to address the concerns raised/ observations.
E.g. In the report for the year ended 31st Mar, 2023, the PCS shall provide a list of:
• all the observations in the report for the year ended 31st Mar, 2022 along with the actions
taken by the listed entity on those observations.
• the observations in the reports pertaining to the year ended 31st Mar,2022 and earlier,
in case the entity has not taken sufficient steps to address the concerns raised/ observations
in those reports.)
(c) I/we hereby report that, during the review period the compliance status of the listed entity with
the following requirements:
Page 134 of 230
Sr. Particulars Compliance Observations/
No. status Remarks by
(Yes/No/NA) PCS*
1. Secretarial Standards:
The compliances of the listed entity are in accordance with the
applicable Secretarial Standards (SS) issued by the Institute of
Company Secretaries India (ICSI).
2. Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with
the approval of board of directors of the listed entities
• All the policies are in conformity with SEBI Regulations and has
been reviewed & timely updated as per the
regulations/circulars/guidelines issued by SEBI.
3. Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents/ information under a
separate section on the website
• Web-links provided in annual corporate governance reports under
Regulation 27(2) are accurate and specific which re-directs to the
relevant document(s)/ section of the website
4. Disqualification of Director:
None of the Director of the Company are disqualified under Section
164 of Companies Act, 2013
5. Details related to Subsidiaries of listed entities:
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of material as well as
other subsidiaries
6. Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed
under SEBI Regulations and disposal of records as per Policy of
Preservation of Documents and Archival policy prescribed under the
LODR Regulations.
7. Performance Evaluation:
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start of
every financial year as prescribed in SEBI Regulations.
8. Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee
for all Related party transactions
(b) In case no prior approval obtained, the listed entity shall provide
detailed reasons along with confirmation whether the
transactions were subsequently approved/ratified/rejected by
the Audit committee.
Page 135 of 230
9. Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under
Regulation 30 along with Schedule III of the LODR Regulations
within the time limits prescribed thereunder.
10. Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015.
11. Actions taken by SEBI or Stock Exchange(s), if any:
No actions taken against the listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock Exchanges (including under
the Standard Operating Procedures issued by SEBI through various
circulars) under SEBI Regulations and circulars/ guidelines issued
thereunder (or)
The actions taken against the listed entity/ its promoters/ directors/
subsidiaries either by SEBI or by Stock Exchanges are specified in
the last column.
12. Resignation of statutory auditors from the listed entity or its material
subsidiaries
In case of resignation of statutory auditor from the listed entity or
any of its material subsidiaries during the financial year, the listed
entity and / or its material subsidiary(ies) has / have complied with
paragraph 6.1 and 6.2 of section V-D of chapter V of the Master
Circular on compliance with the provisions of the LODR Regulations
by listed entities.
13. No additional non-compliances observed:
No additional non-compliance observed for any of the SEBI
regulation/circular/guidance note etc. except as reported above.
*Observations/Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’
Place:
Signature:
Date:
Name of the Practicing Company Secretary
ACS/ FCS No.:
CP No.:
Page 136 of 230
ANNEXURE 16
FORMAT OF THE BRSR
SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity
2. Name of the Listed Entity
3. Year of incorporation
4. Registered office address
5. Corporate address
6. E-mail
7. Telephone
8. Website
9. Financial year for which reporting is being done
10. Name of the Stock Exchange(s) where shares are listed
11. Paid-up Capital
12. Name and contact details (telephone, email address) of the person who may be contacted
in case of any queries on the BRSR report
13. Reporting boundary - Are the disclosures under this report made on a standalone basis (i.e. only
for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part
of its consolidated financial statements, taken together).
II. Products/services
14. Details of business activities (accounting for 90% of the turnover):
S. No. Description of Main Description of % of Turnover of the
Activity Business entity
Activity
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
S. No. Product/Service NIC Code % of total Turnover
Contributed
Page 137 of 230
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National
International
17. Markets served by the entity:
a. Number of locations
Locations Number
National (No. of States)
International (No. of Countries)
b. What is the contribution of exports as a percentage of the total turnover of the entity?
c. A brief on types of customers
IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
S. Particulars Total Male Female
No. (A) No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D)
2. Other than
Permanent (E)
3. Total
employees
(D + E)
WORKERS
4. Permanent (F)
5. Other than
Permanent (G)
6. Total workers
(F + G)
Page 138 of 230
b. Differently abled Employees and workers:
S. Particulars Total Male Female
No (A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D)
2. Other than
Permanent (E)
3. Total differently
abled employees
(D + E)
DIFFERENTLY ABLED WORKERS
4. Permanent (F)
5. Other than
permanent (G)
6. Total differently
abled workers
(F + G)
19. Participation/Inclusion/Representation of women
Total No. and percentage of Females
(A) No. (B) % (B / A)
Board of Directors
Key Management
Personnel
20. Turnover rate for permanent employees and workers
(Disclose trends for the past 3 years)
FY FY FY
(Turnover rate in (Turnover rate (Turnover rate in the
current FY) in previous FY) year prior to the
previous FY)
Male Female Total Male Female Total Male Female Total
Permanent
Employee
sP ermanent
Workers
Page 139 of 230
V. Holding, Subsidiary and Associate Companies (including joint ventures)
21. (a) Names of holding / subsidiary / associate companies / joint ventures
S. Name of Indicate % of Does the entity indicated
No. the holding / whether holding/ shares at column A, participate in
held by
subsidiary / Subsidiary/ the Business Responsibility
listed
associate Associate/ Joint initiatives of the listed
entity
Venture
companies / entity? (Yes/No)
joint ventures
(A)
VI. CSR Details
22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No)
(ii) Turnover (in Rs.)
(iii) Net worth (in Rs.)
VII. Transparency and Disclosures Compliances
23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National
Guidelines on Responsible Business Conduct:
Stakeholder Grievance FY FY
group from Redressal Current Financial Previous Financial Year
whom Mechanis Year
complaint m in Place
is received
(Yes/No)
Number of Number of
(If Yes, complaint complaint
Number of Number of
then s pending s pending
complaint complaint
Remark Remark
provide resolution resolution
s filed s filed
s s
web-link at close of at close of
during during the
for the year the year
the year year
grievance
redress
policy)
Communities
Investors
(other than
shareholders
)
Page 140 of 230
Stakeholder Grievance FY FY
group Redressal Current Financial Previous Financial
from whom Mechanis Year Year
complaint m in Place
is received (Yes/No)
(If Yes,
Number Number
then
of of
provide Number Number
complaint complaint
web-link of Remarks of Remarks
s pending s pending
complaint complaint
for
resolution resolution
s filed s filed
grievance
during the at close of during the at close of
redress
the year the year
year year
policy)
Shareholders
Employees
and workers
Customers
Value Chain
Partners
Other
(please
specify)
24. Overview of the entity’s material responsible business conduct issues
Please indicate material responsible business conduct and sustainability issues pertaining to
environmental and social matters that present a risk or an opportunity to your business,
rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial
implications, as per the following format
S. No. Material issue Indicate Rationale for In case of Financial
identified whether identifying risk, approach implications
risk or the risk / to adapt or of the risk
opportunity opportunity mitigate or
(R/O) opportunity
(Indicate
positive or
negative
implications
)
Page 141 of 230
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put
in place towards adopting the NGRBC Principles and Core Elements.
Disclosure P P P P P P P P P
Questions 1 2 3 4 5 6 7 8 9
Policy and management processes
1. a. Whether your entity’s policy/policies
cover each principle and its core elements
of the NGRBCs. (Yes/No)
b. Has the policy been approved by the
Board? (Yes/No)
c. Web Link of the Policies, if available
2. Whether the entity has translated the
policy into procedures. (Yes / No)
3. Do the enlisted policies extend to your
value chain partners? (Yes/No)
4. Name of the national and international
codes/certifications/labels/ standards (e.g.
Forest Stewardship Council, Fairtrade,
Rainforest Alliance, Trustea) standards
(e.g. SA 8000, OHSAS, ISO, BIS) adopted
by your entity and mapped to each
principle.
5. Specific commitments, goals and targets
set by the entity with defined timelines, if
any.
6. Performance of the entity against the
specific commitments, goals and targets
along-with reasons in case the same are
not met.
Governance, leadership and oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG
related challenges, targets and achievements (listed entity has flexibility regarding the
placement of this disclosure)
8. Details of the highest authority responsible
for implementation and oversight of the
Business Responsibility policy (ies).
9. Does the entity have a specified
Committee of the Board/ Director
responsible for decision making on
sustainability related issues? (Yes / No). If
yes, provide details.
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10. Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was Frequency
undertaken by Director / (Annually/ Half yearly/ Quarterly/
Committee of the Board/ Any Any other – please specify)
other Committee
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against
above policies and
follow up action
Compliance with
statutory requirements
of relevance to the
principles, and,
rectification of any
non-compliances
11. Has the entity carried out independent P P P P P P P P P
assessment/ evaluation of the working of its 1 2 3 4 5 6 7 8 9
policies by an external agency? (Yes/No).
If yes, provide name of the agency.
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy,
reasons to be stated:
P P P P P P P P P
Questions
1 2 3 4 5 6 7 8 9
The entity does not consider the Principles
material to its business (Yes/No)
The entity is not at a stage where it is in a
position to formulate and implement the policies
on specified principles (Yes/No)
The entity does not have the financial
or/human and technical resources available for
the task (Yes/No)
It is planned to be done in the next financial
year (Yes/No)
Any other reason (please specify)
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SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
This section is aimed at helping entities demonstrate their performance in integrating the Principles
and Core Elements with key processes and decisions. The information sought is categorized as
“Essential” and “Leadership”. While the essential indicators are expected to be disclosed by every
entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially, environmentally and
ethically responsible.
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a
manner that is Ethical, Transparent and Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial
year:
Segment Total number of Topics / %age of persons in
training and principles respective category
awareness covered under covered by the
programmes held the training and awareness
its impact programmes
Board of
Directors
Key
Managerial
Personnel
Employees
other than
BoD and
KMPs
Workers
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in
proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/
judicial institutions, in the financial year, in the following format (Note: the entity shall make
disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations
and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
NGRBC Name of the Amount (In Brief of the Case Has an
Principle regulatory/ INR) appeal
enforcement been
agencies/ preferred?
judicial (Yes/No)
institutions
Penalty/ Fine
Settlement
Compounding
fee
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Non-Monetary
NGRBC Name of the Brief of the Case Has an appeal been
Principle regulatory/ preferred? (Yes/No)
enforcement
agencies/
judicial
institutions
Imprisonment
Punishment
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement
agencies/ judicial institutions
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if
available, provide a web-link to the policy.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY _____ FY _____
(Current Financial (Previous Financial Year)
Year)
Directors
KMPs
Employees
Workers
6. Details of complaints with regard to conflict of interest:
FY _____ FY _____
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints
received in relation to
issues of Conflict of
Interest of the Directors
Number of complaints
received in relation to
issues of Conflict of
Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action
taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts
of interest.
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Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial
year:
Total number of awareness Topics / %age of value chain
programmes held principles partners covered (by value
covered under of business done with such
the training partners) under the
awareness programmes
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the
Board? (Yes/No) If Yes, provide details of the same.
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PRINCIPLE 2 Businesses should provide goods and services in a manner that is
sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to
improve the environmental and social impacts of product and processes to total R&D and capex
investments made by the entity, respectively.
Current Financial Year Previous Financial Year Details of improvements
in environmental and
social impacts
R&D
Capex
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
b. If yes, what percentage of inputs were sourced sustainably?
3. Describe the processes in place to safely reclaim your products for reusing, recycling and
disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste
and (d) other waste.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No).
If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR)
plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for
manufacturing industry) or for its services (for service industry)? If yes, provide details in the
following format?
NIC Code Name of % of total Boundary for Whether Results
Product Turnover which the Life conducted by communicated in
/Service contributed Cycle independent public domain
Perspective / external agency (Yes/No)
Assessment
was conducted (Yes/No) If yes, provide the
web-link.
2. If there are any significant social or environmental concerns and/or risks arising from production
or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments
(LCA) or through any other means, briefly describe the same along-with action taken to mitigate
the same.
Name of Product / Description of the risk / Action Taken
Service concern
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3. Percentage of recycled or reused input material to total material (by value) used in production
(for manufacturing industry) or providing services (for service industry).
Indicate input material Recycled or re-used input material to total material
FY _____ FY _____
Current Financial Year Previous Financial Year
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes)
reused, recycled, and safely disposed, as per the following format:
FY _____ FY _____
Current Financial Year Previous Financial Year
Safely Safely
Re-Used Recycled Re-Used Recycled
Disposed Disposed
Plastics
(including
packaging)
E-waste
Hazardous
waste
Other waste
5. Reclaimed products and their packaging materials (as percentage of products sold) for each
product category.
Reclaimed products and their packaging materials
Indicate product category
as % of total products sold in respective category
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PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including
those in their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:
% of employees covered by
Total Health Accident Maternity Paternity Day Care
Category (A) insurance insurance benefits Benefits facilities
Number % (B / A) Number % (C / A) Number % (D / A) Number % (E / A) Number % (F / A)
(B) (C) (D) (E) (F)
Permanent employees
Male
Fem ale
Tota l
Other than Permanent employees
Male
Fem ale
Tota l
b. Details of measures for the well-being of workers:
% of workers covered by
Total Health Accident Maternity Paternity Day Care
Category (A) insurance insurance benefits Benefits facilities
Number % (B / Number % (C / Number % (D / Number % (E / Number % (F / A)
(B) A) (C) A) (D) A) (E) A) (F)
Permanent workers
Male
Fem ale
Tota l
Other than Permanent workers
Male
Fem ale
Tota l
2. Details of retirement benefits, for Current FY and Previous Financial Year.
FY _____ FY _____
Current Financial Year Previous Financial Year
No. of No. of Deducted No. of No. of workers Deducted and
Benefits employees workers and employees covered as a % deposited with
covered as covered as deposited covered as of total the authority
a % of total a % of total with the a % of total workers (Y/N/N.A.)
employees workers authority employees
(Y/N/N.A.)
PF
Gratuity
ESI
Others –
please
specify
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3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as
per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any
steps are being taken by the entity in this regard.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities
Act, 2016? If so, provide a web-link to the policy.
5. Return to work and Retention rates of permanent employees and workers that took parental
leave.
Permanent employees Permanent workers
Return to work Retention rate Return to work Retention rate
Gender
rate rate
Male
Female
Total
6. Is there a mechanism available to receive and redress grievances for the following categories of
employees and worker? If yes, give details of the mechanism in brief.
Yes/No
(If Yes, then give details of the
mechanism in brief)
Permanent Workers
Other than Permanent Workers
Permanent Employees
Other than Permanent Employees
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Category FY _____ FY _____
(Current Financial Year) (Previous Financial Year)
Total No. of employees / % (B / A) Total No. of employees % (D / C)
employees / workers in respective employees / / workers in
workers in category, who are workers in respective
respective part of association(s) respective category, who
category or Union category are part of
(A) (B) (C) association(s) or
Union
(D)
Total
Permanent
Employees
- Male
- Female
Total
Permanent
Workers
- Male
- Female
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8. Details of training given to employees and workers:
Category FY _____ FY _____
Current Financial Year Previous Financial Year
Total On Health On Skill Total On Health and On Skill upgradation
(A) and safety upgradation (D) safety
measures measures
No. % (B No. % (C / No. % (E / D) No. (F) % (F / D)
(B) / A) (C) A) (E)
Employees
Male
Female
Total
Workers
Male
Female
Total
9. Details of performance and career development reviews of employees and worker:
Category FY _____ FY _____
Current Financial Year Previous Financial Year
Total No. (B) % (B / A) Total No. (D) % (D / C)
(A) (C)
Employees
Male
Female
Total
Workers
Male
Female
Total
10. Health and safety management system:
a. Whether an occupational health and safety management system has been implemented by
the entity? (Yes/ No). If yes, the coverage such system?
b. What are the processes used to identify work-related hazards and assess risks on a routine
and non-routine basis by the entity?
c. Whether you have processes for workers to report the work related hazards and to remove
themselves from such risks. (Y/N)
d. Do the employees/ worker of the entity have access to non-occupational medical and
healthcare services? (Yes/ No)
11. Details of safety related incidents, in the following format:
Category FY _____ FY _____
Safety Incident/Number Current Financial Year Previous Financial
Year
Lost Time Injury Frequency Rate Employees
(LTIFR) (per one million-person
Workers
hours worked)
Total recordable work-related Employees
injuries
Workers
No. of fatalities Employees
Workers
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High consequence work-related Employees
injury or ill-health (excluding
Workers
fatalities)
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
13. Number of Complaints on the following made by employees and workers:
FY _____ FY _____
(Current Financial Year) (Previous Financial Year)
Pending
Pending Filed during resolution
resolution at the year at the end
Remarks Remarks
Filed during the end of of year
the year year
Working
Conditions
Health &
Safety
14. Assessments for the year:
% of your plants and offices that were assessed (by
entity or statutory authorities or third parties)
Health and safety practices
Working Conditions
15. Provide details of any corrective action taken or underway to address safety-related incidents (if
any) and on significant risks / concerns arising from assessments of health & safety practices
and working conditions.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees (Y/N) (B) Workers (Y/N).
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted
and deposited by the value chain partners.
3. Provide the number of employees / workers having suffered high consequence work-related
injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been are
rehabilitated and placed in suitable employment or whose family members have been placed in
suitable employment:
Total no. of affected employees/ No. of employees/workers that are
workers rehabilitated and placed in suitable
employment or whose family members
have been placed in suitable employment
FY _____ FY _____ FY _____ FY _____
(Current (Previous (Current Financial (Previous Financial
Financial Year) Financial Year) Year) Year)
Employees
Workers
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4. Does the entity provide transition assistance programs to facilitate continued employability and
the management of career endings resulting from retirement or termination of employment? (Yes/
No)
5. Details on assessment of value chain partners:
% of value chain partners (by value of business done with
such partners) that were assessed
Health and safety practices
Working Conditions
6. Provide details of any corrective actions taken or underway to address significant risks / concerns
arising from assessments of health and safety practices and working conditions of value chain
partners.
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PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its
stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
2. List stakeholder groups identified as key for your entity and the frequency of engagement with
each stakeholder group.
Stakeholder Whether Channels of Frequency of Purpose and
Group identified as communication engagement scope of
Vulnerable & (Email, SMS, (Annually/ Half engagement
Marginalized Newspaper, yearly/ Quarterly including key
Group Pamphlets, / others – please topics and
(Yes/No) Advertisement, specify) concerns raised
Community during such
Meetings, Notice engagement
Board, Website),
Other
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic,
environmental, and social topics or if consultation is delegated, how is feedback from such
consultations provided to the Board.
2. Whether stakeholder consultation is used to support the identification and management of
environmental, and social topics (Yes / No). If so, provide details of instances as to how the
inputs received from stakeholders on these topics were incorporated into policies and activities
of the entity.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of
vulnerable/ marginalized stakeholder groups.
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PRINCIPLE 5 Businesses should respect and promote human rights
Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(ies)
of the entity, in the following format:
Category FY _____ FY _____
Current Financial Year Previous Financial Year
Total (A) No. of employees % (B / A) Total (C) No. of % (D / C)
/ workers covered employees /
(B) workers covered
(D)
Employees
Permanent
Other than
permanent
Total Employees
Workers
Permanent
Other than
permanent
Total Workers
2. Details of minimum wages paid to employees and workers, in the following format:
Category FY _____ FY _____
Current Financial Year Previous Financial Year
Total Equal to More than Minimum Total Equal to More than Minimum
(A) Minimum Wage (D) Minimum Wage
Wage Wage
No. % (B / A) No. % (C / A) No. % (E / D) No. % (F / D)
(B) (C) (E) (F)
Employees
Permanent
Male
Female
Other than
Permanent
Male
Female
Workers
Permanent
Male
Female
Other than
Permanent
Male
Female
3. Details of remuneration/salary/wages, in the following format:
Male Female
Number Median remuneration/ salary/ wages Number Median remuneration/
of respective category salary/ wages of
respective category
Board of
Directors (BoD)
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Key Manage rial
Personnel
Employees other
than BoD and
KMP
Workers
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights
impacts or issues caused or contributed to by the business? (Yes/No)
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
6. Number of Complaints on the following made by employees and workers:
FY _____ FY _____
Current Financial Year Previous Financial Year
Pending
Pending
Filed resolution
resolution Remarks Remarks
Filed during during the at the end
at the end
the year year of year
of year
Sexual Harassm ent
Discrimination at
workplace
Child Labour
Forced
Labour/Involuntary
Labour
Wages
Other human rights
related issues
7. Mechanisms to prevent adverse consequences to the complainant in discrimination and
harassment cases.
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
9. Assessments for the year:
% of your plants and offices that were assessed (by
entity or statutory authorities or third parties)
Child labour
Forced/involuntary labour
Sexual harassment
Discrimination at workplace
Wages
Others – please specify
10. Provide details of any corrective actions taken or underway to address significant risks / concerns
arising from the assessments at Question 9 above.
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights
grievances/complaints.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
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3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements
of the Rights of Persons with Disabilities Act, 2016?
4. Details on assessment of value chain partners:
% of value chain partners (by value of business done with
such partners) that were assessed
Sexual Harassment
Discrimination at workplace
Child Labour
Forced Labour/Involuntary Labour
Wages
Others – please specify
5. Provide details of any corrective actions taken or underway to address significant risks / concerns
arising from the assessments at Question 4 above.
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PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the
environment
Essential Indicators
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following
format:
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial Year)
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other
sources (C)
Total energy consumption
(A+B+C)
Energy intensity per rupee of
turnover
(Total energy consumption/ turnover
in rupees)
Energy intensity (optional) – the
relevant metric may be selected by
the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the
Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose
whether targets set under the PAT scheme have been achieved. In case targets have not been
achieved, provide the remedial action taken, if any.
3. Provide details of the following disclosures related to water, in the following format:
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in
kilolitres) (i + ii + iii + iv + v)
Total volume of water consumption (in
kilolitres)
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Water intensity per rupee of turnover
(Water consumed / turnover)
Water intensity (optional) – the relevant
metric may be selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its
coverage and implementation.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following
format:
Parameter Please specify FY _____ FY ______
unit (Current Financial (Previous Financial
Year) Year)
NOx
SOx
Particulate matter (PM)
Persistent organic
pollutants (POP)
Volatile organic
compounds (VOC)
Hazardous air pollutants
(HAP)
Others – please specify
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in
the following format:
Parameter Unit FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Total Scope 1 emissions Metric tonnes
(Break-up of the GHG into of CO2
CO2, CH4, N2O, HFCs, PFCs, equivalent
SF6, NF3, if available)
Total Scope 2 emissions Metric tonnes
(Break-up of the GHG into of CO2
CO2, CH4, N2O, HFCs, PFCs, equivalent
SF6, NF3, if available)
Total Scope 1 and Scope 2
emissions per rupee of
turnover
Total Scope 1 and Scope 2
emission intensity (optional) –
the relevant metric may be
selected by the entity
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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then
provide details.
8. Provide details related to waste management by the entity, in the following format:
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Total Waste generated (in metric tonnes)
Plastic waste (A)
E-waste (B)
Bio-medical waste (C)
Construction and demolition waste (D)
Battery waste (E)
Radioactive waste (F)
Other Hazardous waste. Please
specify, if any. (G)
Other Non-hazardous waste
generated (H). Please specify, if any.
(Break-up by composition i.e. by
materials relevant to the sector)
Total (A+B + C + D + E + F + G + H)
For each category of waste generated, total waste recovered through recycling, re-using or other
recovery operations (in metric tonnes)
Category of waste
(i) Recycled
(ii) Re-used
(iii) Other recovery operations
Total
For each category of waste generated, total waste disposed by nature of disposal method (in metric
tonnes)
Category of waste
(i) Incineration
(ii) Landfilling
(iii) Other disposal operations
Total
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
9. Briefly describe the waste management practices adopted in your establishments. Describe the
strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your
products and processes and the practices adopted to manage such wastes.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks,
wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation
zones etc.) where environmental approvals / clearances are required, please specify details in the
following format:
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S. Location of Type of operations Whether the conditions of environmental
No. operations/offices approval / clearance are being complied
with? (Y/N)
If no, the reasons thereof and corrective
action taken, if any.
11. Details of environmental impact assessments of projects undertaken by the entity based on
applicable laws, in the current financial year:
Name and brief details of EIA Date Whether Results Relevant
project Notification conducted by communicated Web link
No. independent in public
external domain
agency (Yes / (Yes / No)
No)
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such
as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act,
Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-
compliances, in the following format:
S. No. Specify the law / Provide Any fines / Corrective action
regulation / details of penalties / action taken, if any
guidelines which was the non- taken by regulatory
not complied with compliance agencies such as
pollution control
boards or by
courts
Leadership Indicators
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-
renewable sources, in the following format:
Parameter FY _____ FY ______
(Current Financial (Previous Financial Year)
Year)
From renewable sources
Total electricity consumption (A)
Total fuel consumption (B)
Energy consumption through other
sources (C)
Total energy consumed from
renewable sources (A+B+C)
From non-renewable sources
Total electricity consumption (D)
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Total fuel consumption (E)
Energy consumption through other
sources (F)
Total energy consumed from
non-renewable sources (D+E+F)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
2. Provide the following details related to water discharged:
Parameter FY _____ FY ______
(Current Financial (Previous Financial
Year) Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment
- With treatment – please specify level of
treatment
(ii) To Groundwater
- No treatment
- With treatment – please specify level of
treatment
(iii) To Seawater
- No treatment
- With treatment – please specify level of
treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level of
treatment
(v) Others
- No treatment
- With treatment – please specify level of
treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area
(ii) Nature of operations
(iii) Water withdrawal, consumption and discharge in the following format:
Page 162 of 230
Parameter FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in
kilolitres)
Total volume of water consumption (in
kilolitres)
Water intensity per rupee of turnover
(Water consumed / turnover)
Water intensity (optional) – the relevant
metric may be selected by the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water
- No treatment
- With treatment – please specify
level of treatment
(ii) Into Groundwater
- No treatment
- With treatment – please specify
level of treatment
(iii) Into Seawater
- No treatment
- With treatment – please specify
level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify
level of treatment
(v) Others
- No treatment
- With treatment – please specify
level of treatment
Total water discharged (in kilolitres)
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
4. Please provide details of total Scope 3 emissions & its intensity, in the following format:
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Parameter Unit FY _____ FY ______
(Current Financial Year) (Previous Financial
Year)
Total Scope 3 emissions Metric
(Break-up of the GHG into tonnes of
CO2, CH4, N2O, HFCs, CO2
PFCs, SF6, NF3, if equivalent
available)
Total Scope 3 emissions
per rupee of turnover
Total Scope 3 emission
intensity (optional) – the
relevant metric may be
selected by the entity
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators
above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas
along-with prevention and remediation activities.
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to
improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste
generated, please provide details of the same as well as outcome of such initiatives, as per the
following format:
Sr. No Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the
may be provided along-with summary) initiative
7. Does the entity have a business continuity and disaster management plan? Give details in 100
words/ web link.
8. Disclose any significant adverse impact to the environment, arising from the value chain of the
entity. What mitigation or adaptation measures have been taken by the entity in this regard.
9. Percentage of value chain partners (by value of business done with such partners) that were
assessed for environmental impacts.
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PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy,
should do so in a manner that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
b. List the top 10 trade and industry chambers/ associations (determined based on the total
members of such body) the entity is a member of/ affiliated to.
Reach of trade and industry
S. No. Name of the trade and industry chambers/ chambers/ associations
associations (State/National)
1
2
3
4
5
6
7
8
9
10
2. Provide details of corrective action taken or underway on any issues related to anti-competitive
conduct by the entity, based on adverse orders from regulatory authorities.
Name of authority Brief of the case Corrective action taken
Leadership Indicators
1. Details of public policy positions advocated by the entity:
S. No. Public policy Method resorted Whether information Frequency of Web Link,
advocated for such available in public Review by if
advocacy domain? (Yes/No) Board available
(Annually/ Half
yearly/
Quarterly /
Others –
please
specify)
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PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on
applicable laws, in the current financial year.
Name and brief details of SIA Date of Whether Results Relevant
project Notification notification conducted by communicated Web link
No. independent in public
external domain
agency (Yes / (Yes / No)
No)
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is
being undertaken by your entity, in the following format:
S. Name of Project State District No. of Project % of PAFs Amounts
No. for which R&R is Affected covered by paid to
ongoing Families R&R PAFs in the
(PAFs) FY (In INR)
3. Describe the mechanisms to receive and redress grievances of the community.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY _____ FY _____
Current Financial Previous Financial
Year Year
Directly sourced from MSMEs/ small producers
Sourced directly from within the district and
neighbouring districts
Leadership Indicators
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social
Impact Assessments (Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
2. Provide the following information on CSR projects undertaken by your entity in designated
aspirational districts as identified by government bodies:
S. State Aspirational District Amount spent (In INR)
No.
3. (a) Do you have a preferential procurement policy where you give preference to purchase from
suppliers comprising marginalized /vulnerable groups? (Yes/No)
(b) From which marginalized /vulnerable groups do you procure?
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(c) What percentage of total procurement (by value) does it constitute?
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by
your entity (in the current financial year), based on traditional knowledge:
S. No. Intellectual Property based on Owned/ Benefit Basis of
traditional knowledge Acquired shared calculating
(Yes/No) (Yes / No) benefit share
5. Details of corrective actions taken or underway, based on any adverse order in intellectual
property related disputes wherein usage of traditional knowledge is involved.
Name of authority Brief of the Case Corrective action taken
6. Details of beneficiaries of CSR Projects:
S. No. CSR Project No. of persons % of beneficiaries from vulnerable
benefitted from and marginalized groups
CSR Projects
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PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a
responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and
feedback.
2. Turnover of products and/ services as a percentage of turnover from all products/service
that carry information about:
As a percentage to total turnover
Environmental and social parameters relevant to the
product
Safe and responsible usage
Recycling and/or safe disposal
3. Number of consumer complaints in respect of the following:
FY _____ Remarks FY _____ Remarks
(Current Financial (Previous Financial Year)
Year)
Received Pending Received Pending
during resolution during the resolution at
the year at end of year end of year
year
Data priva cy
Advertisin g
Cyber-sec urity
Delivery o f
essential
services
Restrictive
Trade
Practices
Unfair Tra de
Practices
Other
4. Details of instances of product recalls on account of safety issues:
Number Reasons for recall
Voluntary recalls
Forced recalls
5. Does the entity have a framework/ policy on cyber security and risks related to data
privacy? (Yes/No) If available, provide a web-link of the policy.
6. Provide details of any corrective actions taken or underway on issues relating to
advertising, and delivery of essential services; cyber security and data privacy of
customers; re-occurrence of instances of product recalls; penalty / action taken by
regulatory authorities on safety of products / services.
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be
accessed (provide web link, if available).
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2. Steps taken to inform and educate consumers about safe and responsible usage of
products and/or services.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of
essential services.
4. Does the entity display product information on the product over and above what is
mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief.
Did your entity carry out any survey with regard to consumer satisfaction relating to the
major products / services of the entity, significant locations of operation of the entity or
the entity as a whole? (Yes/No)
5. Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact
b. Percentage of data breaches involving personally identifiable information of
customers
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ANNEXURE 17
GUIDANCE NOTE FOR BRSR
GENERAL GUIDANCE
1. Inter-operability of reporting framework- Those listed entities which prepare and disclose
sustainability reports (as part of annual report) based on internationally accepted reporting
frameworks such as GRI, SASB, TCFD, Integrated Reporting, can cross-reference the disclosures
made under such framework to the disclosures sought under the BRSR. Further, in case the data
sought in the reporting format is already disclosed in the annual report, the listed entity can provide
a cross-reference to the same.
Thus, an entity need not disclose the same information twice in the annual report. However, the
entity should specifically mention the page number of the annual report or sustainability report where
the information sought under the BRSR format is disclosed as part of the report prepared based on
internationally accepted reporting framework.
2. Consistency in reporting boundary- The BRSR seeks disclosure of the reporting boundary i.e.
whether the reporting is done for the entity on a stand-alone or consolidated basis (Reference:
Question 13, Section A). Listed entities shall ensure consistency in reporting boundary across the
report.
3. Applicability- Some of the disclosures sought under the BRSR may not be applicable to certain
industries, say the service industry. In such cases, the entity can state that such disclosure is not
applicable along-with reasons for the same.
4. The term “reporting period” refers to the financial year for which BRSR is being prepared.
5. The listed entity should endeavour to provide clear, complete and concise responses.
The web-links to the relevant document may be provided, if available.
6. The information sought on complaints in the format are accompanied with a column of “Remarks”
where entities can explain reasons for pending complaints (if any) or can give a brief on the nature
of the complaints, wherever required
7. With regard to disclosures relating to gender, the format specifies male and female, however in
case the entity has employed persons who have not disclosed gender or belong to any other gender,
a separate column of “Other” may be added for such disclosures.
8. The term “Principles” refers to the Principles 1 to 9 as laid down in the National Guidelines for
Responsible Business Conduct (available at the following link:
https://www.mca.gov.in/Ministry/pdf/NationalGuildeline_15032019.pdf).
9. In addition to the disclosures sought under the format, the entity may disclose any other relevant
sustainability related information at appropriate places.
Note: This guidance note has been prepared using references from the National Guidelines for
Responsible Business Conduct (NGRBCs), GRI sustainability reporting standards and various
laws issued by the Government.
Page 170 of 230
II. SECTION A: GENERAL DISCLOSURES
Q. Field Name Instruction/Guidance
No.
14 Details of The details of business activities shall be in line those given in Form MGT-
business 7 prescribed by MCA.
activities
15 Products sold / 1. The entity shall disclose the top products manufactured or services
services provided by the listed entity that account for 90% of its turnover (in
offered by the descending order) along-with the individual contribution of such
entity products / services to the total turnover.
2. The National Industrial Classification (NIC) codes are available at the
following link: http://mospi.nic.in/classification/national-industrial-
classification/alphabetic-index-5digit.
18 Details of 1. The entity shall disclose the total number of employees and workers,
employees along-with the associated break-up by gender (male / female) and into
and workers permanent / other than permanent.
2. The term “Employee” is defined under Sec 2(l) of the Industrial
Relations Code, 2020 and means, any person (other than an
apprentice engaged under the Apprentices Act, 1961), employed on
wages by an establishment to do any skilled, semi-skilled or unskilled,
manual, operational, supervisory, managerial, administrative,
technical or clerical work for hire or reward, whether the terms of
employment be express or implied, and also includes a person
declared to be an employee by the appropriate Government, but does
not include any member of the Armed Forces of the Union. Ref-
http://egazette.nic.in/WriteReadData/2020/222118.pdf
3. The term “Worker” is defined under Sec 2(zr) of the Industrial
Relations Code, 2020 and means any person (except an apprentice
as defined under clause (aa) of section 2 of the Apprentices Act,
1961) employed in any industry to do any manual, unskilled, skilled,
technical, operational, clerical or supervisory work for hire or reward,
whether the terms of employment be express or implied, and includes
working journalists as defined in clause (f) of section 2 of the Working
Journalists and other Newspaper Employees (Conditions of Service)
and Miscellaneous Provisions Act, 1955 and sales promotion
employees as defined in clause (d) of section 2 of the Sales
Promotion Employees (Conditions of Service) Act, 1976, and for the
purposes of any proceeding under this Code in relation to an industrial
dispute, includes any such person who has been dismissed,
discharged or retrenched or otherwise terminated in connection with,
or as a consequence of, that dispute, or whose dismissal, discharge
or retrenchment has led to that dispute, but does not include any such
person -—
(i) who is subject to the Air Force Act, 1950 (45 of 1950), or the
Army Act, 1950 (46 of 1950), or the Navy Act, 1957 (62 of
1957); or
(ii) who is employed in the police service or as an officer or other
employee of a prison; or
Page 171 of 230
(iii) who is employed mainly in a managerial or administrative
capacity; or
(iv) who is employed in a supervisory capacity drawing wages
exceeding eighteen thousand rupees per month or an amount
as may be notified by the Central Government from time to
time.
Ref.- http://egazette.nic.in/WriteReadData/2020/222118.pdf
4. The term “permanent employee or “permanent worker” refers to an
employee or worker, employed for full-time or part-time work, for an
indeterminate period. The term “other than permanent employee” or
“other than permanent worker” refers to employees or workers who
are employed for a fixed term that ends when a specific time period
expires, or on completion of a specific task or an event such as the
end of a project or return of a replaced employee. “Other than
permanent” employees or workers could be employed directly by the
entity or through third party contractors.
5. Differently abled employees / workers may be identified on the basis
of the definition of “persons with disabilities” in The Rights of Persons
with Disabilities Act, 2016 and rules made thereunder.
6. The entity should provide details as at the end of the reporting period;
however, in case there is any significant change in number of
employees / workers from the beginning to the end of the reporting
period, the reasons for the same should be indicated.
19 Participation / 1. Board of Directors or Board as defined under Sec 2(10) of the
inclusion / Companies Act 2013, in relation to a company, means the collective
representation body of the directors of the company.
of women
(including 2. Key Management Personnel as defined under Sec 2(51) of the
differently Companies Act 2013, in relation to a company, means—
abled) (i) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed
Reference- http://ebook.mca.gov.in/default.aspx
20 Turnover rate 1. Under this field, the entity shall disclose turnover rates for the
for permanent specified categories.
employees
and workers 2. The entity shall calculate the turnover rate for a financial year, for a
particular category, based on the following formula:
(No. of persons who have left the employment of the entity in the
FY *100) / Average no. of persons employed in the category
3. Average number of persons employed in a category shall be
calculated as (Persons employed in the category at the beginning of
FY + Persons employed in the category at the end of FY) / 2.
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Further, persons leaving the employment of the entity shall include
those who leave the entity voluntarily or due to dismissal, termination,
retirement or death in service.
21 Holding / 1. As defined under Sec 2(10) of the Companies Act 2013, "associate
subsidiary / company", in relation to another company, means a company in which
associate that other company has a significant influence, but which is not a
companies / subsidiary company of the company having such influence and
joint ventures includes a joint venture company.
Explanation—For the purpose of this clause—
(a) the expression "significant influence" means control of at
least twenty per cent of total voting power, or control of or participation
in business decisions under an agreement;
(b) the expression "joint venture" means a joint arrangement
whereby the parties that have joint control of the arrangement have
rights to the net assets of the arrangement;
2. As defined under Sec 2 (46) of the Companies Act 2013, holding
company", in relation to one or more other companies, means a
company of which such companies are subsidiary companies;
Explanation—For the purposes of this clause, the expression
"company" includes any body corporate.
3. As defined under Sec 2(87) of the Companies Act 2013, subsidiary
company or subsidiary, in relation to any other company (that is to say
the holding company), means a company in which the holding
company—
(i) controls the composition of the Board of Directors; or
(ii) exercises or controls more than one-half of the total voting
power either at its own or together with one or more of its subsidiary
companies:
Explanation—For the purposes of this clause, —
(a) a company shall be deemed to be a subsidiary company of the
holding company even if the control referred to in sub-clause (i) or
sub-clause (ii) is of another subsidiary company of the holding
company;
(b) the composition of a company's Board of Directors shall be
deemed to be controlled by another company if that other company
by exercise of some power exercisable by it at its discretion can
appoint or remove all or a majority of the directors;
(c) the expression "company" includes any body corporate;
(d) "layer" in relation to a holding company means its subsidiary or
subsidiaries.
Reference- http://ebook.mca.gov.in/default.aspx
23 Grievance 1. Stakeholders are individuals or groups concerned or interested with
redressal or impacted by the activities of the businesses and vice-versa, now or
mechanism for in the future. Typically, stakeholders of a business include, but are not
stakeholders limited to, its investors, shareholders, employees and workers (and
their families), customers, communities, value chain members and
other business partners, regulators, civil society actors, and media.
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2. Grievance Redressal Mechanism refers to a mechanism for any
stakeholder individually or collectively to raise and resolve reasonable
concerns affecting them without impeding access to other judicial or
administrative remedies. The mechanism should be:
 Transparent and unbiased governance structures
 Accessible
 Based on dialogue and mediation
3. An organization’s value chain encompasses the full range of an
organization’s upstream and downstream activities that convert input
into output by adding value. It includes entities with which the
organization has a direct or indirect business relationship and which
either (a) supply products or services that contribute to the
organization’s own products or services, or (b) receive products or
services from the organization.
24 Overview of 1. Sustainability as per National Guidelines on Responsible Business
the entity’s Conduct is defined as the outcome achieved by balancing the social,
material environmental and economic impacts of business. It is the process
responsible that ensures that business goals are pursued without compromising
business any of the three elements.
conduct and
sustainability 2. Under this section, the entity shall disclose the material responsible
issues business conduct and sustainability issues pertaining to
environmental and social matters that present a risk or an opportunity
to its business, along-with the following:
 Classify the risk / opportunity as environment or social and provide
its description. For instance, risk arising from climate change can
include impact on operations, worker health, demand for products
or services etc. Climate change opportunities can include cost
savings through resource efficiency, development of new
products and services, access to new markets etc.
 Rationale for identifying the risk, which may include a description
of the impact associated with the risk or opportunity.
 In case of identified risks, approach to mitigate or adapt to the risk.
 Indicate the positive and negative impact of such risk or
opportunity on the financials of the company. The company shall
make qualitative disclosures in this regard and should not include
any forward looking quantitative information. However, in case of
previous years, impact can be disclosed in quantitative terms. The
entity may consider impact on parameters such as demand for
products & services/ capital or operational costs/, investment
opportunities etc.
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I. SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
Q. No. Field Name Instruction/Guidance
5, 6 Specific commitments, 1. Under this field, the entity may disclose if it has any specific
goals and targets set by commitment, goal or target against any of the principles.
the entity along-with Such disclosures may include the following:
performance, if any  Baseline and context for goals and targets
 Entities covered such as subsidiaries / associates /
joint ventures / value chain partners
 Expected result or outcome, in quantitative or
qualitative terms
 Expected timeline for achieving each goal and target
 Whether goals and targets are mandatory (based on
legislation) or voluntary. If they are mandatory, the
organization should list the relevant legislation.
2. The entity shall state the performance achieved against
each goal or target. Any change in goals with regard to
timelines, partial achievement of a goal or delay in
achievement should also be specifically indicated, and
where possible, with reasons.
3. The entity need not strictly follow the tabular format for this
disclosure. The issues for each principle can be covered in
a running format.
7. Statement by director 1. The listed entity shall include a statement from the director
responsible for the report who is responsible for preparation of the report,
for to highlight ESG highlighting the relevance of sustainability to the
issues organization. Such statement can include the following:
 The overall vision and strategy of the organization for
the short-term, medium-term, and long-term, with
respect to managing the significant environmental and
social impacts that the organization causes,
contributes to, or that are directly linked to its activities,
products or services
 Strategic priorities and key topics for the short and
medium-term with respect to sustainability
 Broader trends influencing the sustainability priorities
of the entity
 Key events, achievements, and failures during the
reporting period
 Views on performance with respect to targets
 Outlook on the organization’s main challenges and
targets
 Any other items pertaining to the organization’s
strategic approach
2. The listed entity can place this disclosure at the beginning
of the report or under Section B.
8. Highest authority 1. For the policies disclosed at Question 1 of Section B, the
responsible for entity shall disclose the highest executive authority in the
implementation and organization who is responsible for their implementation
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oversight of the Business and highest authority responsible for oversight. Such
Responsibility policy (ies) authority could be a director of the board, committee of the
board, senior management personnel or a committee of
employees.
2. In case a committee is the highest authority, then the
composition of the committee shall be disclosed, including
the following: name of individuals, designation and in case
of director, DIN and category (Chair / ED / NED / ID).
3. In case an individual is the highest authority, the name,
designation and in case of director, DIN and category
(Chair / ED / NED / ID) shall be disclosed.
4. In case, different authorities are responsible for the
implementation of different policies, the same may be
indicated.
9 Does the entity have a 1. The entity shall indicate ‘Yes’ if it has a specified
specified Committee of Committee of the Board or a director of the Board of the
the Board/ Director entity who is responsible for decision making on
responsible for decision sustainability related issues.
making on sustainability
related issues? (Yes / No) 2. In case a Committee of the Board is responsible, its
composition shall be disclosed, including the following:
name of individual, designation and in case of director, DIN
and category (Chair / ED / NED / ID). In case a director is
responsible, DIN and category (Chair / ED / NED / ID) shall
be disclosed.
3. In case the response to this question is the same as that
to question 8, the entity need not repeat its response and
can cross-refer to the same.
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II. SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner
that is Ethical, Transparent and Accountable.
Essential Indicators
Q. No. Field Name Instruction/Guidance
2 Details of fines / penalties Under this field, the entity shall make disclosures
/punishment/ award/ compounding on the basis of materiality as specified in
fees/ settlement amount Regulation 30 of SEBI (Listing Obligations and
Disclosure Obligations) Regulations, 2015 and as
disclosed on the entity’s website.
4 Details of anti-corruption or anti- The disclosure on the anti-corruption or anti-
bribery policy bribery policy may include the following:
 Risk assessment procedures and internal
controls
 Mechanism to deal with complaints on bribery
/ corruption
 Coverage of trainings on anti-corruption issues
Leadership Indicators
Q. No. Field Name Instruction/Guidance
2 Processes to avoid/ manage conflict 1. Conflict of interest refers to a situation where
of interests involving members of the an individual is confronted with choosing
Board/ KMPs between the requirements of his or her
function and his or her own private interests.
2. The entity shall disclose whether there are
processes to ensure that conflict of interests
involving members of the Board/ KMPs are
avoided or managed along-with details of such
processes.
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PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable
and safe
Essential Indicators
Q.
Field Name Instruction/Guidance
No.
2. Sustainable 1. “Sustainable Sourcing” essentially refers the integration of social,
sourcing ethical and environmental performance factors into the process of
selecting suppliers.
2. Under this field, the entity shall indicate what proportion of its
inputs (by quantity or value – please specify) are sourced from
suppliers who are either covered by the company’s sustainable
sourcing programmes and/or are certified to be compliant with
social and environmental standards such as SA 8000, ISO 14001,
OHSAS 18001 or relevant labels like Rainforest Alliance,
Rugmark, RSPO etc.
3. Processes in place 1. Reclaiming refers to collecting products and their packaging
to reclaim products materials at the end of their useful lives, for reusing, or recycling
for reuse, recycle or safe disposal. Reclaimed items can include products and their
and safe disposal of packaging materials that are collected by or on behalf of the
products at the end organization, by a third-party contractor.
of life
2. Preparation for re-use means checking, cleaning, or repairing
operations, by which products or components of products are
prepared to be put to use for the same purpose for which they
were conceived.
3. Recycling refers to reprocessing of products or components of
products, to make new materials.
4. Disposal refers to any operation which is not recovery. Further,
safe disposal excludes uncontrolled waste disposal such as open
burning and dumping.
4. Extended Producer “Extended Producer Responsibility” means the responsibility of a
Responsibility producer for the environmentally sound management of the product
(EPR) plan until the end of its life. The Uniform Framework for Extended
Producers Responsibility issued by the Ministry of Environment,
Forest and Climate Change places responsibility on producers,
importers and brand owners to establish a system for collecting back
the plastic waste generated due to their products and submit a plan
for such collection with the relevant Pollution Control Board(s) (details
available at http://moef.gov.in/guideline-document-uniform-
framework-for-extended-producers-responsibility-under-plastic-
waste-management-rules-2016/ ).
Leadership Indicators
1. Life cycle 1. Product Life Cycle refers to all the stages of a product from
assessment extraction or acquisition of raw materials through manufacturing
and processing, distribution and transportation, use and reuse,
recycling and disposal.
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In the case of services, it refers to all activities and processes from
the design to delivery.
2. Life cycle assessment is an analytical procedure that involves
assessment of the potential environment or social impacts of a
product or service, throughout its life cycle.
3. Boundary of LCA refers to the scope for which the assessment
was conducted. For example, in the case of products, the
boundary of LCA could be the following:
 Cradle-to-grave is the full Life Cycle Assessment from
resource extraction ('cradle') to use phase and disposal phase
('grave').
 Cradle-to-cradle is a specific kind of cradle-to-grave
assessment, where the end-of-life disposal step for the
product is a recycling process.
 Cradle-to-gate is an assessment of a partial product life cycle
from resource extraction (cradle) to the factory gate (i.e.,
before it is transported to the consumer).
For each category of input material, the percentage of re-used and
Recycled or reused recycled input material may be calculated as ((total recycled + re-used
input material as input material used)*100) divided by (total input material used to
4.
percentage of total manufacture the entity’s products or to provide services).
input material The entity may use the total weight or the total volume of materials,
for calculating this field.
Reclaimed products
The entity shall calculate the percentage of reclaimed products and
and their packaging
their packaging materials for each product category using the
materials (as
following formula:
6. percentage of
Percentage of reclaimed products and their packaging materials =
products sold) for
(Products and their packaging materials reclaimed within the
each product
reporting period) / (Products sold within the reporting period)
category.
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PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including
those in their value chains
Essential Indicators
Q.N Field Name Instruction/Guidance
o.
1 Measures for well-being of In case the entity desires to disclose any benefits other than
employees and workers those specified in this field, additional columns may be added
for such disclosures.
3 Accessibility of workplaces Accessibility refers to physical accessibility such as
wheelchair ramps, braille signage and accessible restrooms,
and digital accessibility, where information and
communication technology is accessible to all and/or
compatible with assistive technology devices.
5 Return to work and Retention 1. Parental leave refers to maternity and paternity leave.
rates of permanent
employees / workers that took 2. The entity shall use the following formulas to calculate
parental leave return to work rate, for each category of employee (male
/ female / others):
(Total number of employees that did return
to work after parental leave in the reporting period * 100)/
(Total number of employees due to return to work
after taking parental leave in the reporting period) =
Return to work rate
3. Retention rate determines who returned to work after
parental leave ended and were still employed 12 months
later. It shall be calculated using the following formula:
(Total number of employees retained 12 months after
returning to work following a period of parental leave *
100)/ (Total number of employees returning from parental
leave in the prior reporting period)
8 Details of Training imparted to 1. Training on health and safety can include general training
the employees and workers on health and safety as well as training on specific work-
on health & safety measures related hazards, hazardous activities, or hazardous
and on skill upgradation situations. It can also include training on mental health.
2. Training programs on skill upgradation can include both
internal training courses and funding support for external
training or education.
9 Details of performance and Regular performance and career development review refers
career development review to review based on criteria known to the employee / worker
imparted to employees and and his or her superior. Such a review is undertaken with the
workers knowledge of the employee.
10 Health and safety 1. Occupational health and safety risk refers to the
management system combination of the likelihood of occurrence of a work-
related hazardous situation or exposure, and the severity
of injury or ill health that can be caused by the situation
or exposure. An occupational health and safety system is
a systematic approach to manage such risks.
2. The listed entity shall disclose the processes used to
identify work-related hazards and assess risks on a
routine and non-routine basis. Work-related hazards
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refer to a source or situation with the potential to cause
injury or ill health.
11 Details of safety related 1. The listed entity shall calculate the Lost Time Injury
incidents Frequency Rate (LTIFR) as follows:
(No. of lost time injuries in FY x 1,000,000) / (Total hours
worked by all staff in same FY)
2. Lost time is an indicator of the loss of productivity for an
organization as a result of a work-related injury or ill-
health. Work related injury and ill-health arise from
exposure to hazards at work and are directly related to
performance of work-related tasks.
3. Recordable work-related injury or ill-health results in any
of the following: death, days away from work, restricted
work or transfer to another job, medical treatment beyond
first aid, or loss of consciousness.
Under this disclosure, the listed entity shall disclose the
total number of employees / workers affected by work-
related injuries or ill-health, across all incidents during the
reporting period and the prior year. In case the same
employee or worker is injured multiple times, say thrice,
in separate incidents, the same shall be reported as 3.
4. The entity shall report the report the number of fatalities
of employees / workers during the reporting period and
the prior year, as a result of work-related injury.
5. High consequence work-related injury or ill-health results
in an injury from which the employee / worker cannot or
is not expected to recover fully to the previous health
status. This disclosure excludes fatalities.
12 Measures taken by the entity 1. Under this disclosure, the entity shall report the
to ensure a safe and healthy measures taken to prevent or mitigate significant
work place negative health and safety impacts that are directly linked
to its operations, products or services. Also indicate
whether these measures are taken for a specific set of
activities, employees / workers or facilities of the entity.
Leadership Indicators
Q.
Field Name Instruction/Guidance
No.
3 Rehabilitation and suitable 1. Of the employees / workers having suffered high
employment of employees / consequence injuries / ill-health, the listed entity shall
workers disclose the number of employees/ workers rehabilitated
or placed in suitable employment during the reporting
period. This disclosure can also include family members
of the affected employees / workers, who have been
placed in suitable employment.
2. ‘Rehabilitation’ refers to a process aimed at enabling
persons with disabilities to attain and maintain optimal,
physical, sensory, intellectual, psychological
environmental or social function levels.
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PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its
stakeholders
Essential Indicators
Q. No. Field Name Instruction/Guidance
1 Process for identification of Under this field, the entity shall disclose the basis for
key stakeholders determining stakeholders and determining the groups
with whom to engage or not to engage.
2 Key stakeholder groups 1. The listed entity shall specify the channels of
through which stakeholders can access relevant
information and if applicable, whether such
information is available in regional / local
languages.
2. Vulnerable and Marginalized Groups refers to
group of individuals who are unable to realize their
rights or enjoy opportunities due to adverse
physical, mental, social, economic, cultural,
political, geographic or health circumstances.
These groups in India can be identified on the
basis, inter alia, of the following:
 Gender and transgender (women, girls et al.)
 Age (children, elderly et al.)
 Descent/identity/ethnicity (caste, religion,
scheduled castes, scheduled tribes, et al.)
 Occupation (displaced, landless small /
marginal farmers, migrant workers, et al.)
 Persons with disability
 Political or religious beliefs
(Reference: National Guidelines for Responsible
Business Conduct, available at the following link:
https://www.mca.gov.in/Ministry/pdf/NationalGuildelin
e_15032019.pdf)
Leadership Indicators
Q. No. Field Name Instruction/Guidance
2 Using stakeholder The entity can indicate if stakeholder engagement is
consultation to support the used to support the identification and management of
identification and environmental, and social topics. If so, the entity can
management of disclose the key concerns that have been raised
environmental, and social through stakeholder engagement and how the
topics. organization has responded to this concern, including
through changes or modifications in its policies or in
its activities.
For each concern, the entity should mention the
stakeholder group that raised the concern.
3 Details of instances of The entity can disclose the key concerns that have
engagement with and actions been raised through engagement with
taken to address the concerns vulnerable/marginalized groups and how the
of vulnerable/marginalized organization has responded to this concern, including
groups. through changes or modifications in its policies or in
its activities.
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PRINCIPLE 5 Businesses should respect and promote human rights
Essential Indicators
Q. No. Field Name Instruction/Guidance
1 Training on human rights Training programs on human rights issues and
issues and policies policies for employees and workers could include
aspects of human rights that are relevant to
operations, including the applicability of the human
rights policies or procedures to the work done by
employees / workers.
3 Details of remuneration/
salary/ wages (including 1. Remuneration: As per Sec. 2(78) of Companies
differently abled) Act 2013, Remuneration means any money or its
equivalent given or passed to any person for
services rendered by him and includes
perquisites as defined under the Income-Tax
Act, 1961 (43 of 1961).
Reference: http://ebook.mca.gov.in/default.aspx
2. Salary: As per the Income Tax Act, 1961, salary
includes:
i. wages
ii. any annuity or pension
iii. any gratuity
iv. any fees, commissions, perquisites or profits
in lieu of or in addition to any salary or wages
v. any advance of salary
vi. the annual accretion to the balance at the
credit of an employee participating in a
recognised provident fund, to the extent to
which it is chargeable to tax under Rule 6 of
Part `A' of the Fourth Schedule; and
vii. the aggregate of all sums that are comprised
in the transferred balance as referred to in
sub-rule (2) of Rule 11 of Part A of the Fourth
Schedule of an employee participating in a
recognised provident fund, to the extent to
which it is chargeable to tax under sub-rule
(4) thereof
Ref-
https://www.incometaxindia.gov.in/Acts/Inco
me-
tax%20Act,%201961/1968/1021200000020
35669.htm
3. Wages: As per Sec 2(y) of the Code on Wages,
2019, Wages means all remuneration whether
by way of salaries, allowances or otherwise,
expressed in terms of money or capable of being
so expressed which would, if the terms of
employment, express or implied, were fulfilled,
be payable to a person employed in respect of
his employment or of work done in such
employment, and includes:
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i. basic pay
ii. dearness allowance
iii. retaining allowance, if any,
but does not include
a. any bonus payable under any law for the
time being in force, which does not form part
of the remuneration payable under the terms
of employment
b. the value of any house-accommodation, or of
the supply of light, water, medical attendance
or other amenity or of any service excluded
from the computation of wages by a general
or special order of the appropriate
Government
c. any contribution paid by the employer to any
pension or provident fund, and the interest
which may have accrued thereon
d. any conveyance allowance or the value of
any travelling concession
e. any sum paid to the employed person to
defray special expenses entailed on him by
the nature of his employment
f. house rent allowance
g. remuneration payable under any award or
settlement between the parties or order of a
court or Tribunal
h. any overtime allowances
i. any commission payable to the employee
j. any gratuity payable on the termination of
employment
k. any retrenchment compensation or other
retirement benefit payable to the employee
or any ex gratia payment made to him on the
termination of employment
Provided that, for calculating the wages under this
clause, if payments made by the employer to the
employee under clauses (a) to (i) exceeds one-half,
or such other per cent. as may be notified by the
Central Government, of the all remuneration
calculated under this clause, the amount which
exceeds such one-half, or the per cent. so notified,
shall be deemed as remuneration and shall be
accordingly added in wages under this clause
Provided further that for the purpose of equal wages
to all genders and for the purpose of payment of
wages, the emoluments specified in clauses (d), (f),
(g) and (h) shall be taken for computation of wage.
Explanation: Where an employee is given in lieu of
the whole or part of the wages payable to him, any
remuneration in kind by his employer, the value of
such remuneration in kind which does not exceed
fifteen per cent. of the total wages payable to him,
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shall be deemed to form part of the wages of such
employee
Ref-
https://labour.gov.in/sites/default/files/THE%20CO
DE%20ON%20WAGES%2C%202019%20No.%20
29%20of%202019.pdf
6 Disclosure of complaints 1. ‘Sexual Harassment’ includes any one or more
made by employees and of the following unwelcome acts or behaviour
workers on sexual (whether directly or by implication) namely:
harassment, discrimination at i. physical contact and advances
workplace, Child Labour, ii. a demand or request for sexual favours
Forced Labour/Involuntary iii. making sexually coloured remarks
Labour, Wages or other iv. showing pornography
human rights related issues v. any other unwelcome physical, verbal or
non-verbal conduct of sexual nature
2. ‘Discrimination’ refers to unjust or prejudicial
treatment of people, especially on the grounds
of, but not limited to, caste, creed, sex, race,
ethnicity, age, colour, religion, disability, socio-
economic status or sexual orientation.
3. As per Sec 2(ii) of the Child Labour (Prohibition
& Regulation) Act, 1986 (as amended), ‘Child’
means a person who has not completed is 14th
year of age. It prohibits the employment of
adolescents in the age group of 14 to 18 years
in hazardous occupations and processes and
regulates their working conditions where they
are not prohibited.
Ref-
https://labour.gov.in/sites/default/files/act_3.pdf
and https://labour.gov.in/whatsnew/child-labour-
prohibition-and-regulation-amendment-act-2016
4. ‘Forced Labour’ or ‘Involuntary Labour’ refers to
all work or service that is extracted under the
menace of penalty. It also includes terms such
as, bonded labour and modern slavery. It also
includes any labour for which the worker
receives less than the government-stipulated
minimum wage.
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PRINCIPLE 6 Businesses should respect and make efforts to protect and restore the
environment
Essential Indicators
Q. No. Field Name Instruction/Guidance
1. Details of total energy 1. The entity shall report the total electricity consumed, fuel
consumption and consumed and energy consumed from other sources during
energy intensity the reporting period, as applicable. Entities may also specify
the other sources, in case the same are significant.
2. Energy can be purchased from sources external to the
organization or produced by the organization itself (self-
generated). If the organization generates electricity from a
non-renewable or renewable fuel source and then
consumes the generated electricity, the energy
consumption shall be counted only once.
3. The above data shall be reported in terms of Joules or
multiples such as Giga Joules. Entities should consistently
apply conversion factors, for converting fuel consumption
into Joules, for the data disclosed. In case, different
standards and methodologies are used, the same should
be disclosed. Entities should also disclose any contextual
information necessary to understand how the data has been
compiled, such as any standards, methodologies,
assumptions and/or calculation tools used.
4. Energy intensity per rupee of turnover shall be calculated
as the total energy consumed divided by the total turnover
in rupees.
5. Apart from turnover, entities may on a voluntary basis,
provide energy intensity ratio, based on other metrics, such
as:
• units of product;
• production volume (such as metric tons, litres, or
MWh);
• size (such as m2 floor space);
• number of full-time employees
2. PAT scheme of the Perform Achieve and Trade (PAT) scheme (“Scheme”) has
Government of India been launched by Bureau of Energy Efficiency under the
National Mission for Enhanced Energy Efficiency (NMEEE)
[details available at the following link:
https://beeindia.gov.in/content/pat-3]. Under the Scheme,
certain sites / facilities are identified as designated consumers
and targets are set for such entities in related to the energy
consumption.
3. Details of total water 1. The entity shall report the total water withdrawn for any use,
withdrawn, consumed along-with a break-up of its source into the following:
and water intensity  Surface water- refers to water that occurs naturally on
ratio the Earth’s surface in ice sheets, ice caps, glaciers,
icebergs, bogs, ponds, lakes, rivers, and streams
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 Ground water – refers to water that is being held in, and
that can be recovered from, an underground formation
 Third party water – refers to municipal water and other
private suppliers of water
 Sea-water / desalinated water – refers to water in a sea
or ocean
 Other sources - Entities may specify the other sources,
in case the same are significant.
2. The entity shall report the total water consumption. Total
water consumption is a measure of water used by an
organization, that it is no longer available for use by the
ecosystem or local community, such as water that has been
withdrawn and incorporated into products or has
evaporated or is polluted to the point of being unusable by
other users, and is therefore not released back to surface
water, groundwater, seawater, or a third party. It also
includes water that has been stored during the reporting
period for use or discharge in a subsequent reporting
period.
If the entity cannot directly measure its water consumption,
it may calculate this using the following formula:
Total water consumption = Total water withdrawal – total
water discharge.
3. Water intensity per rupee of turnover shall be calculated as
the total water consumed divided by the total turnover in
rupees.
4. Apart from turnover, entities may on a voluntary basis,
provide water intensity ratio, based on other metrics, such
as:
• units of product;
• production volume (such as metric tons, litres, or
MWh);
• size (such as m2 floor space);
• number of full-time employees
5. Entities should also disclose any contextual information
necessary to understand how the data has been compiled,
such as any standards, methodologies, assumptions and/or
calculation tools used.
4. Zero Liquid Discharge A zero liquid discharge system involves using advanced waste-
policy water treatment technologies to recycle, recover and then re-
use the treated waste-water; towards ensuring that there is not
discharge of the waste-water to the environment.
5. Disclosure of air Entities should disclose any contextual information necessary
emissions to understand how the data has been compiled, such as any
standards, methodologies, assumptions and/or calculation
tools used.
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6. Details of Scope 1 and 1. The term ‘green-house gas’ covers the following gases:
Scope 2 greenhouse  Carbon dioxide (CO )
2
gas (GHG) emissions  Methane (CH )
4
and GHG intensity  Nitrous oxide (N O)
2
 Hydrofluorocarbons (HFCs)
 Perfluorocarbons (PFCs)
 Sulphur hexafluoride (SF )
6
 Nitrogen trifluoride (NF )
3
2. Scope 1 emissions are direct GHG emissions from sources
that are owned or controlled by the entity. Source refers to
any physical unit or process that releases GHG into the
atmosphere. Further, any emissions that are not physically
controlled but result from intentional or unintentional
releases of GHGs, such as equipment leakages, methane
emissions (eg: from coal mines), shall also be included in
the calculations.
3. Scope 2 emissions are energy indirect emissions that result
from the generation of purchased or acquired electricity,
heating, cooling, and steam consumed by the entity.
4. Entities may, on a voluntary basis, provide a break-up of the
Scope 1 and Scope 2 emissions into CO , CH , N O, HFCs,
2 4 2
PFCs, SF , NF
6 3.
5. The entity shall exclude any GHG trades (purchase, sale or
transfer of GHG emissions) from the calculation of Scope 1
and Scope 2 GHG emissions.
6. The unit for the disclosures shall be metric tonnes of CO
2
equivalent. Further, entities should disclose the standards,
methodologies, assumptions and/or calculation tools used,
including sources of the global warming potential (GWP)
rates and emission factors used.
7. Scope 1 and Scope 2 emission intensity per rupee of
turnover shall be calculated as the total Scope 1 and Scope
2 emissions generated divided by the total turnover in
rupees.
8. Apart from turnover, entities may on a voluntary basis,
provide Scope 1 and Scope 2 GHG emission intensity ratio,
based on other metrics, such as:
• units of product;
• production volume (such as metric tons, litres, or
MWh);
• size (such as m2 floor space);
• number of full-time employees
8. Details of waste 1. The entity shall report the total waste generated in its
generated, recycled & activities, with a break-up as per the categories specified in
re-used and disposed various Waste Management Rules issued by the Ministry of
off Environment, Forests & Climate Change.
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2. For each respective category of waste generated (plastic,
e-waste, bio-medical waste, construction and demolition
waste, battery waste, radio-active waste, other hazardous
and other non-hazardous waste), the entity shall report the
waste that is recovered through recycling, preparing for re-
use or through other recovery operations. Guidance on
these terms is given below:
 Waste may be recovered through any operation wherein
products, components of products, or materials that have
become waste are prepared to fulfill a purpose in place of
new products, components, or materials that would
otherwise have been used for that purpose. Preparation for
re-use and recycling are examples of recovery operations.
 Preparation for re-use means checking, cleaning, or
repairing operations, by which products or components of
products that have become waste are prepared to be put to
use for the same purpose for which they were conceived.
 Recycling refers to reprocessing of products or components
of products that have become waste, to make new
materials.
3. For each respective category of waste generated (plastic,
e-waste, bio-medical waste, construction and demolition
waste, battery waste, radio-active waste, other hazardous
and other non-hazardous waste), the entity shall disclose
the waste that is disposed with the break-up of the disposal
method, as follows:
 Waste that is incinerated – incinerations refers to controlled
burning of waste at high temperatures
 Waste that is sent to a landfill - landfilling refers to
depositing of waste in sanitary landfills, and excludes
uncontrolled waste disposal such as open burning and
dumping
 Other disposal operations: Entities may specify the other
disposal operations used, in case the same are significant.
4. Entities should disclose any contextual information
necessary to understand the data, such as any standards,
methodologies, assumptions and/or calculation tools used.
9. Description of waste 1. Under this field, the entity may consider including a
management description of the activities that lead to significant waste-
practices related impact and the actions taken to manage the impact
from such waste. Such actions could include the following:
 Improving materials selection and product design
 Using recycled, re-used or renewable materials
 Substituting inputs that have hazardous characteristics
with inputs that are non-hazardous
2. If the waste generated by the organization in its own
activities is managed by a third party, the entity may
consider including a description of the processes used to
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determine whether the third party manages the waste in line
with contractual or legislative obligations.
11 Details of This disclosure shall be made, if the entity has undertaken EIA
Environmental Impact in compliance with applicable environmental laws.
Assessments (EIA)
Leadership Indicators
1. Break-up of the total 1. Under this field, the entity shall provide a break-up of
energy consumed electricity, fuel and other energy consumption (Refer: P6,
from renewable and Essential Question 1), from renewable and non-renewable
non-renewable sources.
sources
2. Non-renewable energy sources are those that cannot be
replenished, reproduced, grown or generated in a short time
period through ecological cycles or agricultural processes.
These include fuel distilled from petroleum or crude oil, such
as gasoline, diesel fuel, jet fuel, and heating oil; natural gas,
such as compressed natural gas (CNG), and liquefied
natural gas (LNG); fuels extracted from natural gas
processing and petroleum refining, such as butane,
propane, and liquefied petroleum gas (LPG); coal; and
nuclear power.
3. Renewable energy sources are those that can be
replenished in a short time through ecological cycles or
agricultural processes. Renewable energy sources can
include geothermal, wind, solar, hydro, and biomass.
2. Details of water 1. The entity shall report the total water discharged i.e. the
discharged total effluents, water released (unused or after use) for
which the organization has no further use, along-with a
break-up by destination (to surface water, groundwater,
seawater, sent to third parties or others – refer the guidance
at Question 3 of Essential indicators under P6) and by level
of treatment.
2. The organization can break down its water discharge by the
following treatment levels:
 Primary treatment, which aims to remove solid
substances that settle or float on the water surface;
 Secondary treatment, which aims to remove
substances and materials that have remained in the
water, or are dissolved or suspended in it;
 Tertiary treatment, which aims to upgrade water to a
higher level of quality before it is discharged. It includes
processes that remove, for example, heavy metals,
nitrogen, and phosphorus.
In case an organization withdraws and discharges water of
good quality that does not require treatment, the same can
be explained.
3. Entities should also disclose any contextual information
necessary to understand how the data has been compiled,
such as any standards, methodologies, assumptions and/or
calculation tools used.
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3. Details of water 1. Areas of water stress are those where there is inability to
withdrawn, consumed meet the human and ecological demand for water. It can
and discharged in refer to the availability, quality, or accessibility of water.
areas of water stress Further, areas classified as “over-exploited” or “critical” by
the Central Groundwater Board, shall fall under area of
water stress (Reference:
http://cgwb.gov.in/gwresource.html).
2. The entity may also refer to the guidance at Question 3 of
Essential indicators and Question 2 of Leadership
Indicators under P6.
4. Scope 3 emissions 1. Scope 3 emissions are indirect GHG emissions (not
included in energy indirect (Scope 2) GHG emissions) that
occur outside of the organization, including both upstream
and downstream emissions.
2. Upstream categories can include purchased goods and
services, capital goods, upstream transportation and
distribution, business travel, etc.
Downstream categories can include downstream
transportation and distribution, processing of sold products,
end-of-life treatment of sold products etc.
3. Entities may, on a voluntary basis, provide a break-up of the
Scope 3 emissions into CO , CH , N O, HFCs, PFCs, SF ,
2 4 2 6
NF
3.
4. The entity shall exclude any GHG trades (purchase, sale or
transfer of GHG emissions) from the calculation of Scope 3
GHG emissions.
5. The unit for the disclosures shall be metric tonnes of CO
2
equivalent. Entities should consistently apply global
warming potential (GWP) rates and emission factors used
for the data disclosed and also disclose the source of the
rates / factors. Further, entities should disclose the
standards, methodologies, assumptions and/or calculation
tools used, including sources of the global warming
potential (GWP) rates and emission factors used.
9. Scope 3 emission intensity per rupee of turnover shall be
calculated as the total Scope 3 emissions generated divided
by the total turnover in rupees.
10. Apart from turnover, entities may on a voluntary basis,
provide Scope 3 GHG emission intensity ratio, based on
other metrics, such as:
• units of product;
• production volume (such as metric tons, litres, or
MWh);
• size (such as m2 floor space);
• number of full-time employees
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5. Impact on bio-diversity 1. Under this field, for the ecologically sensitive areas reported
by the entity at Question 10 of Essential indicators under
Principle 6, the entity can report any impact of its operations
that could adversely affect the integrity of such an area,
either directly or indirectly, by substantially changing its
ecological features, structures, and functions across its
whole area, and over the long term, so that habitat, its
population levels, and the particular species that make the
habitat important cannot be sustained.
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PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should
do so in a manner that is responsible and transparent
Leadership Indicators
Q. No. Field Name Instruction/Guidance
1 Details of public policy 1. The listed shall disclose issues that are the
positions advocated by the focus of its participation in public policy
entity development.
2. Further, the entity shall provide the details of
methods resorted to in each case including
affiliation with other similar business entities
by forming coalitions, representing through
trade chambers, social marketing, etc.
3. The entity shall select Yes or No, as the case
may be, for the availability of information on
each public policy advocated in public
domain.
4. Select the appropriate frequency of Board
review, such as:
 Quarterly
 Half-yearly
 Annually
 Others, please specify
5. Also provide the link of the document
containing details of such public policy
position advocated in the public domain, if
available.
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PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Essential Indicators
Q. No. Field Name Instruction/Guidance
1 Details of Social Impact This disclosure shall be made, if the entity has
Assessments (SIA) undertaken SIA in compliance with laws such as
the Right to Fair Compensation and
Transparency in Land Acquisition, Rehabilitation
and Resettlement Act, 2013.
3 Describe the mechanisms to Local communities are defined as persons or
receive grievances of the local groups of persons living and/or working in any
community areas that are economically, socially or
environmentally impacted (positively or
negatively) by an organization’s operations. The
local community can range from persons living
adjacent to an organization's operations, to
those living at a distance who are still likely to be
impacted by these operations.
4 Percentage of inputs directly 1. Small producers mean those where the
sourced from MSMEs / small owner herself or himself is a worker and
producers includes informal and/or producers such as
self-help groups and home-based workers as
well as producer-owned entities such as
cooperatives, producer companies.
2. MSME is defined by Ministry of MSME as:
 Micro: Investment in Plant and Machinery
or Equipment
not more than Rs.1 crore and Annual
Turnover not more than Rs. 5 crore
 Small: Investment in Plant and Machinery
or Equipment
not more than Rs.10 crore and Annual
Turnover not more than Rs. 50 crore
 Medium: Investment in Plant and
Machinery or Equipment not more than
Rs.50 crore and Annual Turnover not
more than Rs. 250 crore
Leadership Indicators
Q. No. Field Name Instruction/Guidance
2 CSR projects undertaken in As per the ‘Transformation of Aspirational
aspirational districts Districts’ programme of the Government, a list of
districts has been identified for quick and
effective transformation. For additional details,
refer to the following link:
https://niti.gov.in/about-aspirational-districts-
programme
4 Details of the benefits derived Provide brief information of intellectual properties
and shared from the based on traditional knowledge owned or
intellectual properties owned acquired by the business in the current Financial
or acquired by your company Year, mention Yes / No for Owned or Acquired,
as the case may be. Select Yes or No as the
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based on traditional case may be whether benefit arising out of such
knowledge shared IPRs are shared on the lines of Access to
Biological Resources and Associated
Knowledge and Benefits Sharing Regulations,
2014.
Intellectual Properties
Intellectual property refers to creations of the
mind: such as inventions, literary, musical and
artistic works, and symbols, names, images and
designs used in commerce, for which the IP
owners are granted certain exclusive rights
under the corresponding national IP laws.
Common types of IP include patents
(inventions), copyrights, trademarks, industrial
designs, software, geographic indications and
trade secrets, etc.
Traditional Knowledge refers to any
indigenous, technical, ecological, scientific,
medical or cultural knowledge which is not
necessarily documented but is in use by or
generally known to communities. Typical
examples include antiseptic properties of neem,
turmeric, etc.
Briefly outline the basis for calculating the
benefits shared by the company with the
“owners” of such traditional knowledge.
6 Details of beneficiaries of For each CSR Project undertaken by the
CSR Projects company, enter:
(a) total number of beneficiaries,
(b) percentage of such beneficiaries
belonging to vulnerable and marginalised
groups
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PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a
responsible manner
Essential Indicators
Q. No. Field Name Instruction/Guidance
4 Details of instances of product A product recall is the process of retrieving
recalls on account of safety defective and/or potentially unsafe goods from
issues consumers. In this regard, mention the number
of instances and reasons for voluntary or forced
recall of products of the entity.
Leadership Indicators
1 Channels / platforms where Describe the Channels / platforms where
information on goods and information on goods and services of the
services of the business can business can be accessed. For Example,
be accessed. websites of the company, Mobile Apps, Help
Desks, Call Centres, etc.
Also, provide the link of the document containing
such information if available in the public domain.
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ANNEXURE 18
DETAILS TO BE PROVIDED WHILE DISCLOSING EVENTS GIVEN IN PART A OF SCHEDULE III
OF THE LODR REGULATIONS
A. Details which a listed entity needs to disclose for the events that are deemed to be material as
specified in Para A of Part A of Schedule III of the LODR Regulations
1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/
merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or
subsidiary of the listed entity or any other restructuring:
1.1. Acquisition (including agreement to acquire):
a) name of the target entity, details in brief such as size, turnover etc.;
b) whether the acquisition would fall within related party transaction(s) and whether the
promoter/ promoter group/ group companies have any interest in the entity being acquired?
If yes, nature of interest and details thereof and whether the same is done at “arms length”;
c) industry to which the entity being acquired belongs;
d) objects and effects of acquisition (including but not limited to, disclosure of reasons for
acquisition of target entity, if its business is outside the main line of business of the listed
entity);
e) brief details of any governmental or regulatory approvals required for the acquisition;
f) indicative time period for completion of the acquisition;
g) nature of consideration - whether cash consideration or share swap and details of the same;
h) cost of acquisition or the price at which the shares are acquired;
i) percentage of shareholding / control acquired and / or number of shares acquired;
j) brief background about the entity acquired in terms of products/line of business acquired,
date of incorporation, history of last 3 years turnover, country in which the acquired entity
has presence and any other significant information (in brief);
[Explanation: For the purpose of the above disclosures the term ‘acquisition’ shall have the same
meaning as defined in explanation of sub-para (1) of Para (A) of Part (A) of Schedule III of LODR
Regulations].
1.2. Amalgamation/ Merger:
a) name of the entity(ies) forming part of the amalgamation/merger, details in brief such as,
size, turnover etc.;
b) whether the transaction would fall within related party transactions? If yes, whether the same
is done at “arms length”;
c) area of business of the entity(ies);
d) rationale for amalgamation/ merger;
e) in case of cash consideration – amount or otherwise share exchange ratio;
f) brief details of change in shareholding pattern (if any) of listed entity.
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1.3. De-merger:
a) brief details of the division(s) to be demerged;
b) turnover of the demerged division and as percentage to the total turnover of the listed entity
in the immediately preceding financial year / based on financials of the last financial year;
c) rationale for demerger;
d) brief details of change in shareholding pattern (if any)of all entities;
e) in case of cash consideration – amount or otherwise share exchange ratio;
f) whether listing would be sought for the resulting entity.
1.4. Sale or disposal of unit(s) or division(s) or subsidiary of the listed entity:
a) the amount and percentage of the turnover or revenue or income and net worth contributed
by such unit or division of the listed entity during the last financial year;
b) date on which the agreement for sale has been entered into;
c) the expected date of completion of sale/disposal;
d) consideration received from such sale/disposal;
e) brief details of buyers and whether any of the buyers belong to the promoter/ promoter
group/group companies. If yes, details thereof;
f) whether the transaction would fall within related party transactions? If yes, whether the same
is done at “arms length”;
g) additionally, in case of a slump sale, indicative disclosures provided for
amalgamation/merger, shall be disclosed by the listed entity with respect to such slump
sale.
For the purpose of this sub-clause, "slump sale" shall mean the transfer of one or more
undertakings, as a result of the sale for a lump sum consideration, without values being
assigned to the individual assets and liabilities in such sales.
1.5. Other Restructuring:
a) details and reasons for restructuring;
b) quantitative and/ or qualitative effect of restructuring;
c) details of benefit, if any, to the promoter/promoter group/group companies from such
proposed restructuring;
d) brief details of change in shareholding pattern (if any) of all entities.
2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of
securities, any restriction on transferability of securities or alteration in terms or
structure of existing securities including forfeiture, reissue of forfeited securities,
alteration of calls, redemption of securities etc.
2.1. Issuance of securities:
a) type of securities proposed to be issued (viz. equity shares, convertibles etc.);
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b) type of issuance (further public offering, rights issue, depository receipts (ADR/GDR),
qualified institutions placement, preferential allotment etc.);
c) total number of securities proposed to be issued or the total amount for which the securities
will be issued (approximately);
d) in case of preferential issue the listed entity shall disclose the following additional details to
the stock exchange(s):
i. names of the investors;
ii. post allotment of securities - outcome of the subscription, issue price / allotted price
(in case of convertibles), number of investors;
iii. in case of convertibles - intimation on conversion of securities or on lapse of the tenure
of the instrument;
e) in case of bonus issue the listed entity shall disclose the following additional details to the
stock exchange(s):
i. whether bonus is out of free reserves created out of profits or share premium account;
ii. bonus ratio;
iii. details of share capital - pre and post bonus issue;
iv. free reserves and/ or share premium required for implementing the bonus issue;
v. free reserves and/ or share premium available for capitalization and the date as on
which such balance is available;
vi. whether the aforesaid figures are audited;
vii. estimated date by which such bonus shares would be credited/dispatched;
f) in case of issuance of depository receipts (ADR/GDR) or FCCB the listed entity shall
disclose following additional details to the stock exchange(s):
i. name of the stock exchange(s) where ADR/GDR/FCCBs are listed (opening – closing
status) / proposed to be listed;
ii. proposed no. of equity shares underlying the ADR/GDR or on conversion of FCCBs;
iii. proposed date of allotment, tenure, date of maturity and coupon offered, if any of
FCCB’s;
iv. issue price of ADR/GDR/FCCBs (in terms of USD and in INR after considering
conversion rate);
v. change in terms of FCCBs, if any;
vi. details of defaults, if any, by the listed entity in payment of coupon on FCCBs &
subsequent updates in relation to the default, including the details of the corrective
measures undertaken (if any);
g) in case of issuance of debt securities or other non convertible securities the listed entity
shall disclose following additional details to the stock exchange(s):
i. size of the issue;
ii. whether proposed to be listed? If yes, name of the stock exchange(s);
iii. tenure of the instrument - date of allotment and date of maturity;
iv. coupon/interest offered, schedule of payment of coupon/interest and principal;
v. charge/security, if any, created over the assets;
vi. special right/interest/privileges attached to the instrument and changes thereof;
vii. delay in payment of interest / principal amount for a period of more than three months
from the due date or default in payment of interest / principal;
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viii. details of any letter or comments regarding payment/non-payment of interest, principal
on due dates, or any other matter concerning the security and /or the assets along
with its comments thereon, if any;
ix. details of redemption of preference shares indicating the manner of redemption
(whether out of profits or out of fresh issue) and debentures;
h) any cancellation or termination of proposal for issuance of securities including reasons
thereof.
2.2. Split/consolidation of shares:
a) split/consolidation ratio;
b) rationale behind the split/consolidation;
c) pre and post share capital – authorized, paid-up and subscribed;
d) expected time of completion;
e) class of shares which are consolidated or subdivided;
f) number of shares of each class pre and post split or consolidation;
g) number of shareholders who did not get any shares in consolidation and their pre-
consolidation shareholding.
2.3. Buy back of securities:
a) number of securities proposed for buyback;
b) number of securities proposed for buyback as a percentage of existing paid up capital;
c) buyback price;
d) actual securities in number and percentage of existing paid up capital bought back;
e) pre & post shareholding pattern.
2.4. Any restriction on transferability of securities:
a) authority issuing attachment or prohibitory orders;
b) brief details and reasons for attachment or prohibitory orders;
c) name of registered holders against whom restriction on transferability has been placed;
d) total number of securities so affected;
e) distinctive numbers of such securities if applicable;
f) period for which order would be applicable (if stated).
2.5. Any action, which will result in alteration of the terms or structure of any existing
securities, including, but not limited to:
a) forfeiture of shares;
b) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve
for future issue or the creation in any form or manner of new shares or securities or any
other rights, privileges or benefits to subscribe to;
c) proposal to issue any class of securities;
d) alterations of capital, including calls;
e) change in the terms regarding redemption/cancellation/retirement in whole or in part of any
securities issued by the listed entity.
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3. Revision in Rating(s)
The listed entity shall notify the stock exchange(s), the details of any new rating or revision in
rating assigned from a credit rating agency to any debt instrument of the listed entity or to any
fixed deposit programme or to any scheme or proposal of the listed entity involving mobilization
of funds whether in India or abroad. In case of a downward revision in ratings, the listed entity
shall also intimate the reasons provided by the rating agency for such downward revision.
4. Outcome of meetings of the board of directors: The listed entity shall intimate to the
Exchange(s), within 30 minutes of the closure of the meeting, held to consider or decide the
following:
4.1. dividends and/or cash bonuses recommended or declared or the decision to pass any
dividend and the date on which dividend shall be paid/dispatched;
4.2. any cancellation of dividend with reasons thereof;
4.3. the decision on buyback of securities;
4.4. the decision with respect to fund raising proposed to be undertaken;
4.5. increase in capital by issue of bonus shares through capitalization including the date on
which such bonus shares would be credited/dispatched;
4.6. reissue of forfeited shares or securities, or the issue of shares or securities held in reserve
for future issue or the creation in any form or manner of new shares or securities or any
other rights, privileges or benefits to subscribe to;
4.7. short particulars of any other alterations of capital, including calls;
4.8. financial results;
4.9. decision on voluntary delisting by the listed entity from stock exchange(s);
The intimation of outcome of meeting of the board of directors shall also contain the time of
commencement and conclusion of the meeting.
5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement
agreement(s) (to the extent that it impacts management and control of the listed entity),
agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in
normal course of business, revision(s) or amendment(s) and termination(s) thereof:
5.1. name(s) of parties with whom the agreement is entered;
5.2. purpose of entering into the agreement;
5.3. shareholding, if any, in the entity with whom the agreement is executed;
5.4. significant terms of the agreement (in brief) special rights like right to appoint directors,
first right to share subscription in case of issuance of shares, right to restrict any change
in capital structure etc.;
5.5. whether, the said parties are related to promoter/promoter group/ group companies in
any manner. If yes, nature of relationship;
5.6. whether the transaction would fall within related party transactions? If yes, whether the
same is done at “arms length”;
5.7. in case of issuance of shares to the parties, details of issue price, class of shares issued;
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5.8. any other disclosures related to such agreements, viz., details of nominee on the board
of directors of the listed entity, potential conflict of interest arising out of such agreements,
etc;
5.9. in case of termination or amendment of agreement, listed entity shall disclose additional
details to the stock exchange(s):
a) name of parties to the agreement;
b) nature of the agreement;
c) date of execution of the agreement;
d) details of amendment and impact thereof or reasons of termination and impact
thereof.
6. Fraud/ Defaults by promoter or key managerial personnel or by the listed entity or arrest
of key managerial personnel or promoter:
6.1. At the time of unearthing of fraud or occurrence of the default / arrest:
a) nature of fraud/default/arrest;
b) estimated impact on the listed entity;
c) time of occurrence;
d) person(s) involved;
e) estimated amount involved (if any);
f) whether such fraud/default/arrest has been reported to appropriate authorities.
6.2. Subsequently intimate the stock exchange(s) further details regarding the
fraud/default/arrest including:
a) actual amount involved in the fraud /default (if any);
b) actual impact of such fraud /default on the listed entity and its financials; and
c) corrective measures taken by the listed entity on account of such fraud/default.
7. Change in directors, key managerial personnel (Managing Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance Officer:
7.1. reason for change viz. appointment, resignation, removal, death or otherwise;
7.2. date of appointment/cessation (as applicable) & term of appointment;
7.3. brief profile (in case of appointment);
7.4. disclosure of relationships between directors (in case of appointment of a director).
8. Appointment or discontinuation of share transfer agent:
8.1. reason for appointment or discontinuation;
8.2. date on which above would become effective.
9. Corporate debt restructuring (“CDR”):
9.1. whether CDR is voluntary and reasons for opting or referred by lenders/creditors;
9.2. details of the loan to be subjected to restructuring under CDR;
9.3. brief details of the CDR proposal (if any);
9.4. the following updates to be provided at the time of the execution and at various stages of
the implementation of the CDR scheme;
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a) upon execution of any agreement in relation to the CDR proposal, disclose details
such as date of execution, parties to the agreement and principal terms;
b) details of final CDR package as approved by RBI and the lenders;
c) lenders involved;
d) brief summary of the CDR scheme including details of the securities, interest
payment, repayment schedule, negative and other restrictive covenants.
10. One time settlement (OTS) with a Bank:
10.1. reasons for opting for OTS;
10.2. brief summary of the OTS.
11. Reference to BIFR and winding-up petition filed by any party / creditors:
11.1. reasons for such a reference/petition;
11.2. impact of such reference/petition on listed entity.
12. Issuance of notices, call letters, resolutions and circulars sent to shareholders,
debenture holders or creditors or any class of them or advertised in the media by the
listed entity and the following:
12.1. date of notice/call letters/resolutions etc.;
12.2. brief details viz. agenda (if any) proposed to be taken up, resolution to be passed,
manner of approval proposed etc.
13. Proceedings of annual and extraordinary general meetings of the listed entity and the
following details in brief:
13.1. date of the meeting;
13.2. brief details of items deliberated and results thereof;
13.3. manner of approval proposed for certain items (e-voting etc.).
14. Amendments to memorandum and articles of association of listed entity, in brief.
15. Schedule of analyst or institutional investor meet and presentations on financial results
made by the listed entity to analysts or institutional investors.
B. Details which a listed entity need to disclose for events on which the listed entity may apply
materiality in terms of Para B of Part A of Schedule III of LODR Regulations of LODR Regulations
1. Commencement or any postponement in the date of commencement of commercial
production or commercial operations of any unit/division:
The listed entity shall notify the stock exchange(s) regarding the commencement of commercial
production or the commencement of commercial operations of any unit/division. In cases where
the listed entity has made prior intimation of date of commencement of commercial production
or operations, the listed entity shall be required to disclose details in case of postponement of
the date of commencement.
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2. Change in the general character or nature of business brought about by:
2.1. Arrangements for strategic, technical, manufacturing, or marketing tie-up:
a) Agreement / joint venture (JV) with companies:
i. name of the entity(ies) with whom agreement/ JV is signed;
ii. area of agreement/JV;
iii. domestic/international;
iv. share exchange ratio / JV ratio;
v. scope of business operation of agreement / JV;
vi. details of consideration paid / received in agreement / JV;
vii. significant terms and conditions of agreement / JV in brief;
viii. whether the acquisition would fall within related party transactions and
whether the promoter/ promoter group/ group companies have any interest in
the entity being acquired? If yes, nature of interest and details thereof and
whether the same is done at “arms length”;
ix. size of the entity(ies);
x. rationale and benefit expected.
b) In the event that any such arrangement is called off for any reason, the same shall
be disclosed along with the reasons for calling off the proposal.
2.2. Adoption of new line(s) of business:
a) industry or area to which the new line of business belongs to;
b) expected benefits;
c) estimated amount to be invested.
2.3. Closure of operations of any unit/division - (entirety or piecemeal):
a) date of such binding agreement, if any, entered for sale of such unit/division, if any;
b) amount & percentage of turnover or revenue or income and net worth of the listed
entity contributed by such unit or division during the last financial year;
c) date of closure or estimated time of closure;
d) reasons for closure.
3. Capacity addition or product launch
3.1. Capacity addition:
a) existing capacity;
b) existing capacity utilization;
c) proposed capacity addition;
d) period within which the proposed capacity is to be added;
e) investment required;
f) mode of financing;
g) rationale.
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3.2. Product launch:
a) name of the product;
b) date of launch;
c) category of the product;
d) whether caters to domestic/ international market;
e) name of the countries in which the product is launched (in case of international).
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged
orders/contracts, not in the normal course of business:
4.1. Awarding of order(s)/contract(s): Only important terms and conditions which may be as
under needs to be disclosed:
a) name of the entity to which order(s)/contract(s) is awarded;
b) whether order(s) / contract(s) is awarded to domestic/ international entity
c) significant terms and conditions of order(s)/contract(s) awarded, in brief;
d) time period, if any, associated with the order(s)/contract(s);
e) broad commercial consideration or size of the order(s)/contract(s);
f) whether the promoter/ promoter group/group companies have any interest in that
entity to whom the order(s)/contract(s) is awarded? If Yes, nature of interest and
details thereof;
g) whether the same would fall within related party transactions? If yes, whether the
same is done at “arms length”.
4.2. Bagging/Receiving of orders/contracts: Only important terms and conditions which
may be as under needs to be disclosed:
a) name of the entity awarding the order(s)/contract(s);
b) significant terms and conditions of order(s)/contract(s) awarded in brief;
c) whether order(s) / contract(s) have been awarded by domestic/ international entity;
d) nature of order(s) / contract(s);
e) whether domestic or international;
f) time period by which the order(s)/contract(s) is to be executed;
g) broad consideration or size of the order(s)/contract(s);
h) whether the promoter/ promoter group / group companies have any interest in the
entity that awarded the order(s)/contract(s)? If yes, nature of interest and details
thereof;
i) whether the order(s)/contract(s) would fall within related party transactions? If yes,
whether the same is done at “arms length”.
4.3. Amendment or termination of orders/contracts:
a) name of parties to the order(s)/contract(s);
b) nature of the order(s)/contract(s);
c) date of execution of the order(s)/contract(s)
d) details of amendment or reasons for terminations and impact thereof (to the extent
possible);
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5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are
binding and not in normal course of business, revision(s) or amendment(s) and
termination(s) thereof: Only important terms and conditions which may be as under needs to
be disclosed:
a) name(s) of parties with whom the agreement is entered;
b) purpose of entering into the agreement;
c) size of agreement;
d) shareholding, if any, in the entity with whom the agreement is executed;
e) significant terms of the agreement (in brief) special rights like right to appoint directors,
first right to share subscription in case of issuance of shares, right to restrict any change
in capital structure etc.;
f) whether, the said parties are related to promoter/promoter group/ group companies in
any manner. If yes, nature of relationship;
g) whether the transaction would fall within related party transactions? If yes, whether the
same is done at “arms length”;
h) in case of issuance of shares to the parties, details of issue price, class of shares issued;
i) in case of loan agreements, details of lender, nature of the loan, total amount of loan
granted, total amount outstanding, date of execution of the loan agreement/sanction
letter, details of the security provided to the lenders for such loan;
j) any other disclosures related to such agreements, viz., details of nominee on the board
of directors of the listed entity, potential conflict of interest arising out of such
agreements, etc;
k) in case of termination or amendment of agreement, listed entity shall disclose additional
details to the stock exchange(s):
i. name of parties to the agreement ;
ii. nature of the agreement;
iii. date of execution of the agreement;
iv. details of amendment and impact thereof or reasons of termination and impact
thereof.
6. Disruption of operations of any one or more units or division of the listed entity due to
natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes,
lockouts etc.:
6.1. At the time of occurrence:
a) expected quantum of loss/damage caused;
b) whether loss/damage covered by insurance or not including amount;
c) estimated impact on the production/operations in case of strikes/lock outs;
d) factory/unit where the strike/lock out takes place including reasons for such strike.
6.2. Regularly, till complete normalcy is restored:
a) insurance amount claimed and realized by the listed entity for the loss/damage;
b) the actual amount of damage caused due to the natural calamity or other force majeure
events;
c) details of steps taken to restore normalcy and the impact of the natural calamity/other
force majeure events on production or service, financials of the entity.
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7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity.
8. Litigation(s) / dispute(s) / regulatory action(s) with impact: The listed entity shall notify the
stock exchange(s) upon it or its key management personnel or its promoter or ultimate person
in control becoming party to any litigation, assessment, adjudication, arbitration or dispute in
conciliation proceedings or upon institution of any litigation, assessment, adjudication, arbitration
or dispute including any ad-interim or interim orders passed against or in favour of the listed
entity, the outcome of which can reasonably be expected to have an impact.
8.1. At the time of becoming the party:
a) brief details of litigation viz. name(s) of the opposing party, court/ tribunal/agency
where litigation is filed, brief details of dispute/litigation;
b) expected financial implications, if any, due to compensation, penalty etc;
c) quantum of claims, if any;
8.2. Regularly till the litigation is concluded or dispute is resolved:
a) the details of any change in the status and / or any development in relation to such
proceedings;
b) in the case of litigation against key management personnel or its promoter or ultimate
person in control, regularly provide details of any change in the status and / or any
development in relation to such proceedings;
c) in the event of settlement of the proceedings, details of such settlement including -
terms of the settlement, compensation/penalty paid (if any) and impact of such
settlement on the financial position of the listed entity.
9. Frauds/ defaults by directors (other than key managerial personnel) or employees of the
listed entity:
9.1. At the time of unearthing of fraud or occurrence of the default/arrest:
a) nature of fraud/default/arrest;
b) estimated impact on the listed entity;
c) time of occurrence;
d) person(s) involved;
e) estimated amount involved (if any);
f) whether such fraud has been reported to appropriate authorities.
9.2. Subsequently intimate the stock exchange(s) further details regarding the
fraud/default including:
a) actual amount involved in the fraud /default (if any);
b) actual impact of such fraud /default on the listed entity and its financials;
c) corrective measures taken by the listed entity on account of such fraud/default.
10. Options to purchase securities (including any Share Based Employee Benefit (SBEB)
Scheme) at the time of instituting the scheme and vesting or exercise of options:
a) brief details of options granted;
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b) whether the scheme is in terms of SEBI (SBEB) Regulations, 2021 (if applicable);
c) total number of shares covered by these options;
d) pricing formula;
e) options vested;
f) time within which option may be exercised;
g) options exercised;
h) money realized by exercise of options;
i) the total number of shares arising as a result of exercise of option;
j) options lapsed;
k) variation of terms of options;
l) brief details of significant terms;
m) subsequent changes or cancellation or exercise of such options;
n) diluted earnings per share pursuant to issue of equity shares on exercise of options.
11. Giving of guarantees or indemnity or becoming a surety for any third party:
a) name of party for which such guarantees or indemnity or surety was given;
b) whether the promoter/ promoter group/ group companies have any interest in this
transaction? If yes, nature of interest and details thereof and whether the same is done
at “arms length”;
c) brief details of such guarantee or indemnity or becoming a surety viz. brief details of
agreement entered (if any) including significant terms and conditions, including amount
of guarantee;
d) impact of such guarantees or indemnity or surety on listed entity.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory
approvals:
a) name of the regulatory or licensing authority;
b) brief details of the approval/license obtained/ withdrawn/ surrendered;
c) impact/relevance of such approval/license to the listed entity;
d) withdrawal/cancellation or suspension of licence/approval by the regulatory or licensing
authority, with reasons for such action, estimated impact (monetary or otherwise) on the
listed entity and penalty, if any;
e) period for which such approval/license is/was valid;
f) Subsequently, the listed entity shall inform the stock exchange(s), the actual impact
(monetary or otherwise) along with corrective actions taken by the listed entity pursuant
to the withdrawal, cancellation or suspension of the key license/ approval.
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ANNEXURE 19
GUIDANCE ON WHEN AN EVENT / INFORMATION CAN BE SAID TO HAVE OCCURRED FOR
DISCLOSURES UNDER REGULATION 30 OF THE LODR REGULATIONS
1. The listed entity may be confronted with the question as to when an event/information can be said
to have occurred for making disclosures under regulation 30 read with Schedule III of the LODR
Regulations.
2. In certain instances, the answer to above question would depend upon the stage of discussion,
negotiation or approval and in other instances where there is no such discussion, negotiation or
approval required viz. in case of natural calamities, disruptions etc., the answer to the above
question would depend upon the timing when the listed entity became aware of the
event/information.
2.1. In the former, the events/information can be said to have occurred upon receipt of approval
of Board of Directors e.g. further issue of capital by rights issuance and in certain
events/information after receipt of approval of both i.e. Board of Directors and
Shareholders.
However, considering the price sensitivity involved, for certain events e.g. decision on
declaration of dividends etc., disclosure shall be made on receipt of approval of the event
by the Board of Directors, pending Shareholder’s approval.
2.2. In the latter, the events/information can be said to have occurred when a listed entity
becomes aware of the events/information, or as soon as, an officer of the entity has, or
ought to have reasonably come into possession of the information in the course of the
performance of his duties.
Here, the term ‘officer’ shall have the same meaning as defined under the Companies Act, 2013
and shall also include promoter of the listed entity.
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ANNEXURE 20
FORMAT FOR DISCLOSURE OF DIVERGENCE IN ASSET CLASSIFICATION AND
PROVISIONING FOR NPAS
Sr. Particulars Amount (in
No. ₹ Crore)
1. Gross NPAs as on March 31, 20XX* as reported by the bank
2. Gross NPAs as on March 31, 20XX as assessed by RBI
3. Divergence in Gross NPAs (2-1)
4. Net NPAs as on March 31, 20XX as reported by the bank
5. Net NPAs as on March 31, 20XX as assessed by RBI
6. Divergence in Net NPAs (5-4)
Provisions for NPAs as on March 31, 20XX as reported by the
7.
bank
Provisions for NPAs as on March 31, 20XX as assessed by
8.
RBI
9. Divergence in provisioning (8-7)
10. Reported Profit before Provisions and Contingencies for the
year ended March 31, 20XX
Reported Net Profit after Tax (PAT) for the year ended March
11.
31, 20XX
Adjusted (notional) Net Profit after Tax (PAT) for the year ended
12. March 31, 20XX after considering the divergence in
provisioning
* March 31, 20XX is the close of the reference period in respect of which divergences
were assessed
Page 210 of 230
ANNEXURE 21
FORMAT FOR INFORMATION TO BE OBTAINED FROM THE STATUTORY AUDITOR UPON
RESIGNATION
1. Name of the listed entity/ material subsidiary:
2. Details of the statutory auditor:
a. Name:
b. Address:
c. Phone number:
d. Email:
3. Details of association with the listed entity/ material subsidiary:
a. Date on which the statutory auditor was appointed:
b. Date on which the term of the statutory auditor was scheduled to expire:
c. Prior to resignation, the latest audit report/limited review report submitted by the auditor and
date of its submission.
4. Detailed reasons for resignation:
5. In case of any concerns, efforts made by the auditor prior to resignation (including approaching
the Audit Committee/Board of Directors along with the date of communication made to the Audit
Committee/Board of Directors)
6. In case the information requested by the auditor was not provided, then following shall be
disclosed:
a. Whether the inability to obtain sufficient appropriate audit evidence was due to a
management-imposed limitation or circumstances beyond the control of the management.
b. Whether the lack of information would have significant impact on the financial
statements/results.
c. Whether the auditor has performed alternative procedures to obtain appropriate evidence for
the purposes of audit/limited review as laid down in SA 705 (Revised)
d. Whether the lack of information was prevalent in the previous reported financial
statements/results. If yes, on what basis the previous audit/limited review reports were issued.
7. Any other facts relevant to the resignation:
Declaration
1. I/ We hereby confirm that the information given in this letter and its attachments is correct and
complete.
2. I/ We hereby confirm that there is no other material reason other than those provided above for my
resignation/ resignation of my firm.
Signature of the authorized signatory
Date:
Place:
Encl:
Page 211 of 230
ANNEXURE 22
FORMAT FOR SUBMISSION OF VOTING RESULTS
Date of the AGM/EGM
Total number of shareholders on record date
No. of shareholders present in the meeting either in person or
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the meeting through Video
Conferencing
Promoters and Promoter Group:
Public:
Agenda- wise disclosure (to be disclosed separately for each agenda item)
Resolution required: (Ordinary/ Special)
Whether promoter/ promoter group are interested in
the agenda/resolution?
Page 212 of 230
Category Mode of Voting No. of No. of % of votes No. of No. of % of Votes in % of Votes against
shares votes Polled on Votes – Votes – favour on votes on votes polled
held polled outstanding in against polled
(7)=[(5)/(2)]*100
shares favour
(1) (2) (5) (6)=[(4)/(2)]*100
(3)=[(2)/(1)]* (4)
100
Promoter E-Voting
and
Promoter Poll
Group
Postal Ballot (if applicable)
Total
Public- E-Voting
Institutions
Poll
Postal Ballot (if applicable)
Total
Public- E-Voting
Non
Poll
Institutions
Postal Ballot (if applicable)
Total
Total
Page 213 of 230
ANNEXURE 23
GUIDANCE NOTE ON BOARD EVALUATION
A. Background of Board Evaluation in India
The Companies Act, 2013 and the LODR Regulations provide for several mandatory
provisions for Board Evaluation on who is to be evaluated, who is to evaluate such persons,
disclosure requirements, etc. The main provisions of Companies Act, 2013 and the LODR
Regulations on Board Evaluation as applicable to listed entities is summarized as under:
1. Role of the Nomination and Remuneration Committee (NRC):
a. NRC shall formulate of criteria for evaluation of performance of independent
directors and the board of directors.
b. NRC shall carry out evaluation of every director’s performance.
c. NRC shall determine whether to extend or continue the term of appointment
of the independent director, on the basis of the report of performance
evaluation of independent directors.
2. Role of independent directors:
a. In the meeting of independent directors of the company (without the
attendance of non-independent directors and management), such directors
shall:
i. review the performance of non-independent directors and the Board as
a whole.
ii. review the performance of the Chairperson of the company, taking into
account the views of executive directors and non-executive directors.
iii. iii. assess the quality, quantity and timeliness of flow of information
between the company management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.
b. The independent directors shall bring an objective view in the evaluation of
the performance of board and management.
3. Evaluation of independent directors: The performance evaluation of independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
4. Disclosure requirements:
a. A statement indicating the manner in which formal annual evaluation has been
made by the Board of its own performance and that of its committees and
individual directors shall be included in the report by Board of Directors placed
in the general meeting.
b. The performance evaluation criteria for independent directors shall be
disclosed in the section on the corporate governance of the annual report.
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B. Subject of Evaluation
As required under the LODR Regulations and Companies Act, the evaluation of the Board
involves multiple levels:
1. Board as a whole
2. Committees of the Board
3. Individual Directors and Chairperson (including Chairperson, CEO, Independent
Directors, Non-independent directors, etc.)
C. Process of Evaluation
The process of evaluation is generally elaborate, stretching across pre-evaluation, evaluation
and post- evaluation processes including, inter alia, the following:
1. Identifying the objectives of evaluation:
Identifying the objectives of the evaluation is the first and a crucial step in the Board
Evaluation process. Clear identification of objectives is key to streamlining the process of
evaluation, analyzing the results and taking appropriate and corrective action.
The objectives may be:
a) General objectives- Standard Objectives for all Board evaluations of the entity
b) Specific objectives- Objectives specific to the current Board evaluation based on
recent events, new issues of concern, etc.
2. Criteria of evaluation:
The criteria for evaluation under different categories depend on the role the person/group
plays in the organization. For instance, the evaluation of the Chairperson may evaluate
the person’s leadership, coordination and steering skills, etc. which may be different from
the role of other directors. The criteria for every evaluation may be decided at every level
depending on the functions, responsibilities, competencies required, nature of business,
etc. As per SEBI LODR, the primary responsibility of formulation of criteria lies on the
NRC.
Indicative criteria that may be used for different directors/groups are:
A. Board as a whole
a. Structure of the Board:
i. Competency of directors: (Different competencies may be identified as may be
required for effective functioning of the entity and the Board) -Whether Board as
a whole has directors with a proper mix of competencies to conduct its affairs
effectively.
ii. Experience of directors: Whether Board as a whole has directors with enough
experience to conduct its affairs effectively.
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iii. Mix of qualifications: Whether Board as a whole has directors with a proper mix
of qualifications to conduct its affairs effectively.
iv. Diversity in Board under various parameters: Gender/background/
competence/experience, etc. – Whether there is sufficient diversity in the Board
on the aforesaid parameters.
v. Appointment to the Board: Whether the process of appointment to the board of
directors is clear and transparent and includes provisions to consider diversity of
thought, experience, knowledge, perspective and gender in the board of directors.
b. Meetings of the Board:
i. Regularity of meetings: Whether meetings are being held on a regular basis
ii. Frequency:
1. Whether the Board meets frequently
2. Whether the frequency of such meetings is enough for the Board to undertake
its duties properly
iii. Logistics: Whether the logistics for the meeting is being handled properly- venue,
format, timing, etc.
iv. Agenda:
1. Whether the agenda is circulated well before the meeting
2. Whether the agenda has all relevant information to take decision on the
matter
3. Whether the agenda is up to date, regularly reviewed and involves major
substantial decisions
4. Whether the quality of agenda and Board papers is up to the mark (explains
issues properly, not overly lengthy, etc.)
5. Whether outstanding items of previous meetings are followed-up and taken
up in subsequent agendas
6. Whether the time allotted for the every item (especially substantive items) in
the agenda of the meeting is sufficient for adequate discussions on the
subject
7. Whether the Board is able to finish discussion and decision on all agenda
items in the meetings
8. Whether adequate and timely inputs are taken from the Board members prior
to setting of the Agenda for the meeting
9. Whether the agenda includes adequate information on Committee’s activities
v. Discussions and dissent:
1. Whether the Board discusses every issue comprehensively and depending
on the importance of the subject
2. Whether the environment of the meeting induces free-flowing free flowing
discussions, healthy debate and contribution by everyone without any fear or
fervour
3. Whether the discussions generally add value to the decision making
4. Whether the Board tends towards groupthink and whether critical and
dissenting suggestions are welcomed
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5. Whether all members actively participate in the discussions
6. Whether overall, the Board functions constructively as a team
vi. Recording of minutes:
1. Whether the minutes are being recorded properly- clearly, completely,
accurately and consistently.
2. Whether the minutes are approved properly in accordance with set
procedures.
3. Whether the minutes are timely circulated to all the Board members
4. Whether dissenting views are recorded in the minutes
vii. Dissemination of information:
1. Whether all the information pertaining to the meeting are disseminated to the
members timely, frequently, accurately, regularly
2. Whether Board is adequately informed of material matters in between
meetings
c. Functions of the Board:
(Functions of the Board have been specified in detail in Chapter II of the LODR
Regulations and Companies Act, 2013)
i. Role and responsibilities of the Board: Whether the same are clearly
documented E.g. Difference in roles of Chairman and CEO, Matters reserved for
the Board, etc.
ii. Strategy and performance evaluation:
1. Whether significant time of the Board is being devoted to management of
current and potential strategic issues
2. Whether various scenario planning is used to evaluate strategic risks
3. Whether the Board overall reviews and guides corporate strategy, major
plans of action, risk policy, annual budgets and business plans, sets
performance objectives, monitored implementation and corporate
performance, and oversees major capital expenditures, acquisitions and
divestments.
iii. Governance and compliance:
1. Whether adequate time of the Board is being devoted to analyse and
examine governance and compliance issues
2. Whether the Board monitors the effectiveness of its governance practices
and makes changes as needed
3. Whether the Board ensures the integrity of the entity’s accounting and
financial reporting systems, including the independent audit, and that
appropriate systems of control are in place, in particular, systems for risk
management, financial and operational control, and compliance with the law
and relevant standards.
4. Whether the Board oversees the process of disclosure and communications.
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5. Whether the Board evaluates and analyses the compliance certificate from
the auditors / practicing company secretaries regarding compliance of
conditions of corporate governance.
iv. Evaluation of Risks:
1. Whether Board undertakes a review of the high risk issues impacting the
organization regularly
2. In assessment of risks, whether it is ensured that, while rightly encouraging
positive thinking, these do not result in over-optimism that either leads to
significant risks not being recognised or exposes the entity to excessive risk.
v. Grievance redressal for Investors:
Whether the Board regularly reviews the grievance redressal mechanism of
investors, details of grievances received, disposed of and those remaining
unresolved.
vi. Conflict of interest:
1. Whether the Board monitors and manages potential conflicts of interest of
management, members of the board of directors and shareholders, including
misuse of corporate assets and abuse in related party transactions
2. Whether a sufficient number of non-executive members of the board of
directors capable of exercising independent judgement are assigned to tasks
where there is a potential for conflict of interest
vii. Stakeholder value and responsibility:
1. Whether the decision making process of the Board is adequate to assess
creation of stakeholder value
2. Whether the Board has mechanisms in place to communicate and engage
with various stakeholders
3. Whether the Board acts on a fully informed basis, in good faith, with due
diligence and care, with high ethical standards and in the best interest of the
entity and the stakeholders.
4. Whether the Board treats shareholders and stakeholders fairly where
decisions of the board of directors may affect different shareholder/
stakeholder groups differently.
5. Whether the Board regularly reviews the Business Responsibility Reporting /
related corporate social responsibility initiatives of the entity and contribution
to society, environment etc.
viii. Corporate culture and values: Whether the Board sets a corporate culture and
the values by which executives throughout a group shall behave
ix. Review of Board evaluation: Whether the Board monitors and reviews the
Board evaluation framework.
x. Facilitation of independent directors: Whether the Board facilitates the
independent directors to perform their role effectively as a member of the board
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of directors and also a member of a committee of board of directors and any
criticism by such directors is taken constructively.
d. Board and management:
i. Evaluation of performance of the management and feedback:
1. Whether the Board evaluates and monitors management, especially the CEO
regularly and fairly and provides constructive feedback and strategic
guidance
2. Whether the measures used are broad enough to monitor performance of the
management
3. Whether the management’s performance is benchmarked against industry
peers
4. Whether remuneration of the management is in line with its performance and
with industry peers
5. Whether remuneration of the Board and the management is aligned with the
longer term interests of the entity and its shareholders.
6. Whether the Board selects, compensates, monitors and, when necessary,
replaces key managerial personnel based on such evaluation.
7. Whether the Board ‘steps back’ to assist executive management by
challenging the assumptions underlying strategy, strategic initiatives (such
as acquisitions), risk appetite, exposures and the key areas of the entity’s
focus.
ii. Independence of the management from the Board: Whether the level of
independence of the management from the Board is adequate
iii. Access of the management to the Board and Board access to the
management: Whether the Board and the management are able to actively
access each other and exchange information
iv. Secretarial support: Whether adequate secretarial and logistical support is
available for conducting Board meetings
v. Fund availability: Whether sufficient funds are made available to the Board for
conducting its meeting effectively, seeking expert advice E.g. Legal, accounting,
etc.
vi. Succession plan: Whether an appropriate and adequate succession plan is in
place and is being reviewed and overseen regularly by the Board
e. Professional development:
i. Whether adequate induction and professional development programmes are
made available to new and old directors
ii. Whether continuing directors training is provided to ensure that the members of
board of directors are kept up to date.
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B. Committees of the Board
a. Mandate and composition: Whether the mandate, composition and working
procedures of committees of the board of directors is clearly defined and
disclosed.
b. Effectiveness of the Committee: Whether the Committee has fulfilled its
functions as assigned by the Board and laws as may be applicable
(For different Committees, different functions may be laid out as sub-criteria for
evaluation)
c. Structure of the Committee and meetings:
i. Whether the Committees have been structure properly and regular meetings
are being held
ii. In terms of discussions, agenda, etc. of the meetings, similar criteria may be
laid down as specified above for the entire Board
d. Independence of the Committee from the Board: Whether adequate
independence of the Committee is ensured from the Board
e. Contribution to decisions of the Board: Whether the Committee’s
recommendations contribute effectively to decisions of the Board.
C. Individual Directors and Chairperson (including Chairperson, CEO, Independent
Directors, Non-independent directors, etc.)
General
a. Qualifications: Details of professional qualifications of the member
b. Experience: Details of prior experience of the member, especially the experience
relevant to the entity
c. Knowledge and Competency:
i. How the person fares across different competencies as identified for effective
functioning of the entity and the Board(The entity may list various
competencies and mark all directors against every such competency)
ii. Whether the person has sufficient understanding and knowledge of the entity
and the sector in which it operates
d. Fulfillment of functions: Whether the person understands and fulfills the
functions to him/her as assigned by the Board and the law (E.g. Law imposes
certain obligations on independent directors)
e. Ability to function as a team: Whether the person is able to function as an
effective team- member
f. Initiative: Whether the person actively takes initiative with respect to various
areas
g. Availability and attendance: Whether the person is available for meetings of the
Board and attends the meeting regularly and timely, without delay.
h. Commitment: Whether the person is adequately committed to the Board and the
entity
i. Contribution: Whether the person contributed effectively to the entity and in the
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Board meetings
j. Integrity: Whether the person demonstrates highest level of integrity (including
conflict of interest disclosures, maintenance of confidentiality, etc.)
Additional criteria for Independent director:
a. Independence: Whether person is independent from the entity and the other
directors and there if no conflict of interest
b. Independent views and judgement: Whether the person exercises his/ her own
judgement and voices opinion freely
Additional criteria for Chairperson:
a. Effectiveness of leadership and ability to steer the meetings: Whether the
Chairperson displays efficient leadership, is open-minded, decisive, courteous,
displays professionalism, able to coordinate the discussion, etc. and is overall
able to steer the meeting effectively
b. Impartiality: Whether the Chairperson is impartial in conducting discussions,
seeking views and dealing with dissent, etc.
c. Commitment: Whether the Chairperson is sufficiently committed to the Board and
its meetings.
d. Ability to keep shareholders’ interests in mind: Whether the Chairperson is
able to keep shareholders’ interest in mind during discussions and decisions.
Different criteria may be assigned different weights depending on the organisation’s
requirements, circumstances, outcome of previous assessments, stage of Board’s
maturity, etc. Instead of the questionnaire in a simple yes/no format, it is desirable that it
provides scope for grading, additional comments, suggestions, etc.
3. Method of evaluation:
As a global best practice, the method of evaluation is generally in 2 ways:
a. Internal assessment
b. Assessment by external experts
Internal assessment:
Internal assessment of the Board is crucial. Who should evaluate whom is provided in
the Companies Act and SEBI LODR as specified above.
The internal assessment may be done by following methods:
a. A detailed Questionnaire to be circulated to individual directors, Committees, Board,
etc.
b. Oral assessments provided by the person on interviews
If deemed fit, the questionnaire may enable written answers to be submitted on a
confidential basis. If due to various reasons, members are not willing to provide written
inputs, the Chairperson or any other person may take initiative and obtain views of such
members on a confidential basis.
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Assessment by external experts:
Use of external experts imparts an independence to the evaluation process and therefore
is used by many entities globally. However, care must be taken to ensure that the external
assessor is not a related party or conflicted due to closeness of the Board to ensure
impartiality.
Such external assessment may be done based on questionnaires/interviews or a
combination of the two and done on a regular basis. Such external assessment
complements the internal assessment and adds an objective aspect to the evaluation
process.
Effective use of Information Technology through use of board evaluation software,
applications, etc. can also play a facilitating role.
D. Feedback
Providing feedback to the individual directors, the Board and the Committees is crucial for
success of Board Evaluation. On collation of all the responses, the feedback may be provided
in one or more of the following ways:
a. Orally given by Chairman/ external assessor or any other suitable person to
i. Each Member separately
ii. To the entire Board
iii. To the Committees
b. A written assessment to every member, Board and Committee
The active role of the Chairperson is desirable in providing feedback to the members. If
members are not comfortable to open individual assessments, provision for confidentiality
may be made where possible. For effectiveness of the evaluation, it is essential that the
feedback be given honestly and without bias.
E. Action Plan
Based on the analysis of the responses, the Board may prepare an action plan on:
• Areas of improvement including training, skill building, etc. as may be required for Board
members
• List of actions required detailing:
o Nature of actions
o Timeline
o Person responsible for implementation
o Resources required, etc.
• Review of the actions within a specific time period
The action plan may be prepared by the Board in a comprehensive manner. Suggestions
under the external assessment, individual member feedback, etc. may be taken into account
while drafting the action plan.
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F. Disclosure requirements
The LODR Regulations and Companies Act requires disclosure of manner of formal annual
evaluation of the Board, its committees and individual directors and of performance
evaluation criteria for independent directors to the shareholders on an annual basis.
In addition, for more transparency, many entities worldwide voluntarily provide additional
disclosures including the results of the Board evaluation, action taken on the basis of the
evaluation, current status, etc. to various stakeholders.
G. Frequency of Board Evaluation
As per SEBI LODR and Companies Act, the Board Evaluation is required to be done once a
year. The entity, if it so desires, may also conduct such evaluation more frequently. Since
Board evaluation is a continuous process, it is felt that feedback provided to the members
during meetings and otherwise, whether oral or written, is more effective for continuous
improvement and ideally complements the annual evaluation process.
Many entities globally also complement the internal assessment with external assessment at
regular intervals to impart objectivity to the process.
H. Responsibility
The responsibility of Board evaluation lies on different persons depending on the subject of
evaluation as per Companies Act and SEBI LODR.
However, it is found that on a global basis, generally the primary role of steering the whole
process of Board evaluation and of ensuring its effectiveness in improving the Board
efficiency lies on the Chairperson. Therefore, to achieve maximum benefit of the process, the
role and function of Chairperson in Board Evaluation needs to be laid out clearly in advance.
I. Review
Board evaluation is not a static process and requires periodical review for improvement. The
responsibility of such review of the evaluation process lies with the Board of Directors in
accordance with SEBI LODR. Such review may involve the following:
a. Whether objectives and criteria for evaluation are adequate or needs to be changed/
updated
b. Whether the process/method of evaluation is appropriate for individual members,
Committees and the Board
c. Whether the actions based on the Board evaluation is being followed up on a timely basis
d. Whether the Board evaluation has enhanced effectiveness of the Board
e. Whether the review of the process is being done on a regular basis
f. Whether feedback of the members to improve the process is being taken into account
Such review may be done based on feedback from management, Board members,
Chairperson, external assessors, various stakeholders, etc.
*****
Page 223 of 230
ANNEXURE 24
FORMAT FOR DISCLOSURE OF COMMODITY RISKS BY LISTED ENTITIES
1. Risk management policy of the listed entity with respect to commodities including through
hedging (Such policy shall take into account total exposure of the entity towards
commodities, commodity risks faced by the entity, hedged exposures, etc. as specified
below)
2. Exposure of the listed entity to commodity and commodity risks faced by the entity
throughout the year:
a. Total exposure of the listed entity to commodities in INR
b. Exposure of the listed entity to various commodities:
Commodity Exposure Exposure % of such exposure hedged through commodity
Name in INR in Quantity derivatives
towards terms Domestic International market Total
the towards market
particular the
OTC Exchange OTC Exchange
commodity particular
commodity
c. Commodity risks faced by the listed entity during the year and how they have been
managed.
Note:
(i) The disclosure pertaining to exposure & commodity risks may apply only for those
commodities where the exposure of the listed entity in the particular commodity is
material. (Materiality in such cases shall be according to the materiality policy
approved by the board of Directors of the listed entity in this context)
(ii) If the listed entity has exposure in non-rupee terms, the Indian rupee equivalent after
conversion shall be used for the aforesaid disclosures.
(iii) The term ‘exposure’ shall mean gross exposure of the listed entity including exposure
both on the asset and liability side.
(iv) Where exact figures are not determinable, ballpark (estimated) figures may be
provided.
****
Page 224 of 230
APPENDIX
LIST OF CIRCULARS RESCINDED THROUGH SEBI MASTER CIRCULAR DATED JULY
11, 2023
Sl.
No Circular Number Subject Date
.
Continuous Disclosure Requirements for Listed
Entities - Regulation 30 of Securities and September 09,
1. CIR/CFD/CMD/4/2015
Exchange Board of India (Listing Obligations and 2015
Disclosure Requirements) Regulations, 2015
Format for compliance report on Corporate
September 24,
2. CIR/CFD/CMD/5/2015 Governance to be submitted to Stock Exchange(s)
2015
by Listed Entities
October 13,
3. CIR/CFD/CMD/6/2015 Format of uniform Listing Agreement
2015
November 04,
4. CIR/CFD/CMD/8/2015 Format for Voting Results
2015
Format for quarterly holding pattern, disclosure
norms for corporate governance report and November 04,
5. CIR/CFD/CMD/9/2015
manner for compliance with two-way fungibility of 2015
Indian Depository Receipts (IDRs)
CIR/CFD/CMD/10/201 November 04,
6. Format for Business Responsibility Report
5 2015
Non-compliance with certain provisions of SEBI
(Listing Obligations and Disclosure Requirements)
CIR/CFD/CMD/12/201 November 30,
7. Regulations, 2015 and Standard Operating
5 2015
Procedure for suspension and revocation of
trading of specified securities
Disclosure of holding of specified securities and
CIR/CFD/CMD/13/201 November 30,
8. Holding of specified securities in dematerialized
5 2015
form
CIR/CFD/CMD/14/201 November 30,
9. Manner of achieving Minimum Public Shareholding
5 2015
CIR/CFD/CMD/15/201 November 30,
10. Formats for publishing financial results
5 2015
Schemes of Arrangement by Listed Entities and (ii)
CIR/CFD/CMD/16/201 November 30,
11. Relaxation under Sub-rule (7) of rule 19 of the
5 2015
Securities Contracts (Regulation) Rules, 1957
CIR/CFD/CMD/56/201 Disclosure of the Impact of Audit Qualifications by
12. May 27, 2016
6 the Listed Entities
CIR/CFD/FAC/62/201 Revised Formats for Financial Results and
13. July 05, 2016
6 Implementation of Ind-AS by Listed Entities
Page 225 of 230
Sl.
No Circular Number Subject Date
.
CIR/CFD/DIL/115/201 October 24,
14. Disclosures in case of listed insurance companies
6 2016
Freezing of Promoter and Promoter group Demat
SEBI/HO/CFD/CIR/P/ accounts for Non-compliance with certain October 26,
15.
2016/116 provisions of SEBI (Listing Obligations and 2016
Disclosure Requirements) Regulations, 2015
SEBI/HO/CFD/CMD/C January 05,
16. Guidance Note on Board Evaluation
IR/P/2017/004 2017
SEBI/HO/CFD/CMD/C February 6,
17. Integrated Reporting by Listed Entities
IR/P/2017/10 2017
CIR/CFD/CMD/80/201 Disclosure of divergence in the asset classification
18. July 18, 2017
7 and provisioning by banks
CFD/CMD/CIR/P/2017 Non – compliance with the Minimum Public October 10,
19.
/115 Shareholding (MPS) requirements 2017
Disclosure of holding of specified securities and
SEBI/HO/CFD/CMD/C December 19,
20. Holding of specified securities in dematerialized
IR/P/2017/128 2017
form
SEBI/HO/CFD/CMD/C February 22,
21. Manner of achieving Minimum Public Shareholding
IR/P/43/2018 2018
Non-compliance with certain provisions of the
SEBI (Listing Obligations and Disclosure
SEBI/HO/CFD/CMD/C
22. Requirements) Regulations, 2015 and the May 3, 2018
IR/P/2018/77
Standard Operating Procedure for suspension and
revocation of trading of specified securities
Circular for implementation of certain
SEBI/HO/CFD/CMD/C recommendations of the Committee on Corporate
23. May 10, 2018
IR/P/2018/79 Governance under the Chairmanship of Shri Uday
Kotak
SEBI/HO/CFD/CMD1/ Disclosures regarding commodity risks by listed November 15,
24.
CIR/P/2018/141 entities 2018
CIR/CFD/CMD- Disclosure of reasons for delay in submission of November 19,
25.
1/142/2018 financial results by listed entities 2018
SEBI/HO/CFD/CMD1/
Disclosure of significant beneficial ownership in the December 7,
26. CIR/P/2018/00000001
shareholding pattern 2018
49
Format for annual secretarial audit report and
CIR/CFD/CMD1/27/20 February 08,
27. annual secretarial compliance report for listed
19 2019
entities and their material subsidiaries
Modification of circular dated December 7, 2018 on
SEBI/HO/CFD/CMD1/ March 12,
28. ‘Disclosure of significant beneficial ownership in
CIR/P/2019/36 2019
the shareholding pattern’
Page 226 of 230
Sl.
No Circular Number Subject Date
.
Procedure and formats for limited review / audit
CIR/CFD/CMD1/44/20 report of the listed entity and those entities whose March 29,
29.
19 accounts are to be consolidated with the listed 2019
entity
Modification of circular dated September 24, 2015
SEBI/HO/CFD/CMD1/ on ‘Format for compliance report on Corporate
30. July 16, 2019
CIR/P/2019/78 Governance to be submitted to Stock Exchange (s)
by Listed Entities’
Modification of circular dated July 18, 2017 on
CIR/CFD/CMD1/79/20
31. ‘Disclosure of divergence in the asset classification July 17, 2019
19
and provisioning by banks’
Procedure and formats for limited review / audit
CIR/CFD/CMD1/ 80 report of the listed entity and those entities whose
32. July 19, 2019
/2019 accounts are to be consolidated with the listed
entity
CIR/CFD/CMD1/114/2 Resignation of statutory auditors from listed October 18,
33.
019 entities and their material subsidiaries 2019
CIR/CFD/CMD1/120/2 Disclosure of divergence in the asset classification October 31,
34.
019 and provisioning by banks 2019
Disclosures by listed entities of defaults on
SEBI/HO/CFD/CMD1/ payment of interest/ repayment of principal amount November 21,
35.
CIR/P/2019/140 on loans from banks / financial institutions and 2019
unlisted debt securities
Format on Statement of Deviation or Variation
CIR/CFD/CMD1/162/2 for proceeds of public issue, rights issue, December 24,
36.
019 preferential issue, Qualified Institutions Placement 2019
(QIP) etc
Non-compliance with certain provisions of the
SEBI (Listing Obligations and Disclosure
SEBI/HO/CFD/CMD/C January 22,
37. Requirements) Regulations, 2015 and the
IR/P/2020/12 2020
Standard Operating Procedure for suspension and
revocation of trading of specified securities
Relaxation from compliance with certain provisions
SEBI/HO/CFD/CMD1/ of the SEBI (Listing Obligations and Disclosure March 19,
38. CIR/P/2020/38 Requirements) Regulations, 2015 due to the 2020
CoVID -19 virus pandemic
Further relaxations from compliance with certain
provisions of the SEBI (Listing Obligations and
SEBI/HO/CFD/CMD1/ Disclosure Requirements) Regulations, 2015 March 26,
39. CIR/P/2020/48 (LODR) and the SEBI circular dated January 22, 2020
2020 relating to Standard Operating Procedure
due to the CoVID -19 virus pandemic
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No Circular Number Subject Date
.
Additional relaxations / clarifications in relation to
compliance with certain provisions of the SEBI
SEBI/HO/CFD/CMD1/
(Listing Obligations and Disclosure Requirements) April 17, 2020
40. CIR/P/2020/63
Regulations, 2015 (‘LODR’) due to the COVID –19
pandemic
Relaxation in relation to Regulation 44(5) of the
SEBI (Listing Obligations and Disclosure
SEBI/HO/CFD/CMD1/ Requirements) Regulations, 2015 (‘LODR’) on
April 23, 2020
41. CIR/P/2020/71 holding of Annual General Meeting (AGM) by top
100 listed entities by market capitalization, due to
the COVID –19 pandemic
Additional relaxation in relation to compliance
SEBI/HO/CFD/CMD1/ with certain provisions of SEBI (Listing
May 12, 2020
42. CIR/P/2020/79 Obligations and Disclosure Requirements)
Regulations 2015 –Covid-19 pandemic
Relaxation from the applicability of SEBI
SEBI/HO/CFD/CMD1/ Circular dated October 10, 2017 on non-
May 14, 2020
43. CIR/P/2020/81 compliance with the Minimum Public Shareholding
(MPS) requirements
Advisory on disclosure of material impact of
SEBI/HO/CFD/CMD1/ COVID-19 pandemic on listed entities under SEBI
44. May 20, 2020
CIR/P/2020/84 (Listing Obligations and Disclosure Requirements)
Regulations, 2015
Further extension of time for submission of
SEBI/HO/CFD/CMD1/ financial results for the quarter/half year/financial
June 24, 2020
45. CIR/P/2020/106 year ending 31stMarch 2020 due to the continuing
impact of the CoVID-19 pandemic
Further extension of time for submission of
SEBI/HO/CFD/CMD1/ Annual Secretarial Compliance Report by listed
June 25, 2020
46. CIR/P/2020/109 entities due to the continuing impact of the CoVID-
19 pandemic
Relaxation of time gap between two board/ Audit
SEBI/HO/CFD/CMD1/
Committee meetings of listed entities owing to the June 26, 2020
47. CIR/P/2020/110
CoVID-19 pandemic
Extension of time for submission of financial
SEBI/HO/CFD/CMD1/
results for the quarter/half year/ financial year July 29, 2020
48. CIR/P/2020/140
ended 30th June 2020
Clarification on applicability of regulation 40(1) of
SEBI (Listing Obligations and Disclosure
SEBI/HO/CFD/CMD1/
49. Requirements) Regulations, 2015 to open offers, July 31, 2020
CIR/P/2020/144
buybacks and delisting of securities of listed
entities
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No Circular Number Subject Date
.
Use of digital signature certifications for
SEBI/HO/CFD/CMD1/
authentication / certification of filings / submissions July 31, 2020
50. CIR/P/2020/145
made to Stock Exchanges
SEBI/HO/CFD/CMD1/ Grievance resolution between listed entities and
51. August 4, 2020
CIR/P/2020/119 proxy advisors
Grievance Resolution between listed entities and
SEBI/HO/CFD/CMD1/ August 27,
52. proxy advisers’ –Extension of timeline for
CIR/P/2020/159 2020
implementation
SEBI/HO/CFD/CMD/C December 9,
53. e-Voting Facility Provided by Listed Entities
IR/P/2020/242 2020
Relaxation from compliance with certain provisions
SEBI/HO/CFD/CMD2/ of the SEBI (Listing Obligations and Disclosure January 15,
54. CIR/P/2021/11 Requirements) Regulations, 2015 due to the 2021
CoVID -19 pandemic
Relaxation from compliance with certain provisions
SEBI/HO/CFD/CMD1/ of the SEBI (Listing Obligations Disclosure
April 29, 2021
55. P/CIR/2021/556 Requirements) Regulations, 2015 due to the
CoVID-19 pandemic
SEBI/HO/CFD/CMD- Business responsibility and sustainability reporting
56. May 10, 2021
2/P/CIR/2021/562 by listed entities
SEBI/HO/CFD/CMD- Format of compliance report on Corporate
57. May 31, 2021
2/P/CIR/2021/567 Governance by Listed Entities
SEBI/HO/CFD/CMD1/ Holding of Annual General Meeting (AGM) by top
July 23, 2021
58. P/CIR/2021/602 100 listed entities by market capitalization
SEBI/HO/CFD/CMD/ Disclosure of shareholding pattern of promoter(s) August 13,
59.
CIR/P/2021/616 and promoter group entities 2021
SEBI/HO/CFD/CMD1/ Disclosure obligations of listed entities in relation to November 22,
60.
CIR/P/2021/662 Related Party Transaction 2021
Clarification on applicability of Regulation 23
SEBI/HO/CFD/CMD1/ of SEBI (Listing Obligations and Disclosure March 30,
61.
CIR/P/2022/40 Requirements) Regulations, 2015 in relation to 2022
Related Party Transactions
Clarification on applicability of Regulation 23(4)
read with Regulation 23(3)(e) of the SEBI (Listing
SEBI/HO/CFD/CMD1/
62. Obligations and Disclosure Requirements) April 8, 2022
CIR/P/2022/47
Regulations, 2015 in relation to Related Party
Transactions
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No Circular Number Subject Date
.
Standard Operating Procedures (SOP) for dispute
SEBI/HO/CFD/SSEP/ resolution available under the stock exchange
63. April 8, 2022
CIR/P/2022/48 arbitration mechanism for disputes between a
listed company and its shareholder(s)/investor(s)
Relaxation from compliance with certain provisions
SEBI/HO/CFD/CMD2/
64. of the SEBI (Listing Obligations and Disclosure May 13, 2022
CIR/P/2022/62
Requirements) Regulations, 2015
Disclosure of holding of specified securities and
SEBI/HO/CFD/PoD-
65. Holding of specified securities in dematerialized June 30, 2022
1/P/CIR/2022/92
form
Relaxation from compliance with certain provisions
SEBI/HO/CFD/PoD- January 5,
of the SEBI (Listing Obligations and Disclosure
66. 2/P/CIR/2023/4 2023
Requirements) Regulations, 2015
SEBI/HO/CFD/PoD2/P February 3,
67. Manner of achieving minimum public shareholding
/CIR/2023/18 2023
*****
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