CIRCULAR
SEBI/HO/DDHS/CIR/2021/0000000638 October 14, 2021
To,
Listed entities (whose non-convertible securities are listed)
Recognized Stock Exchanges
Madam/ Sir,
Sub: Revised Formats for Limited Review/ Audit Report for issuers of non-
convertible securities
1. Vide notification dated September 07, 2021, Regulation 52 of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015 (‘Listing
Regulations’) were amended, inter-alia, mandating entities that have listed non-
convertible securities to disclose financial results on a quarterly basis, including
assets & liabilities and cash flows as well as requiring certain changes in the line
items in the financial results. Accordingly, this circular provides the revised formats
for limited review report / audit report.
Formats of Limited Review/ Audit Reports (to be submitted to Stock Exchanges
and placed on listed entity’s website):
a. The formats for limited review/ audit reports on financial information to be
adopted by listed entities other than insurance companies has been given in
the Annexure, as under:
Annexure Format
Annex I Limited Review Report for quarterly standalone financial results
for entities other than Banks, NBFCs
Annex II Limited Review Report for quarterly standalone financial results
for Banks and NBFCs.
Annex III Audit Report for quarterly standalone financial results for
entities other than Banks, NBFCs
Annex IV Audit Report for quarterly standalone financial results for Banks
and NBFCs
Annex V Audited Annual consolidated Financial Results for entities other
than Banks, NBFCs
Annex VI Audited Annual consolidated Financial Results for Banks and
NBFCs
The format for audit report for annual audited standalone financial results shall
be in line with the Annexure III or IV, as applicable.
b. Insurance companies shall disclose limited review/audit reports as per the
formats specified by IRDAI.
c. This circular shall come into immediate effect and supersedes the earlier
circulars No. CIR/IMD/DF1/19/2015 dated November 27, 2015 and No.
Page 1 of 21
CIR/IMD/DF1/69/2016 dated August 10, 2016 issued to listed entities for
disclosure of financial results that have listed non-convertible debt securities
and non-convertible redeemable preference shares.
2. Stock Exchanges are advised to bring the provisions of this circular to notice of the
listed entities and disseminate it on their websites. The circular is issued in exercise
of the powers conferred under section 11 (1) of the Securities and Exchange Board
of India Act, 1992 read with regulations 52 and 101 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The circular is available on
SEBI website at www.sebi.gov.in under the category 'Legal->Circulars'.
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91–022 2644 9246
pradeepr@sebi.gov.in
Page 2 of 21
Annex-I
Quarterly
Format for the Limited Review Report for listed entities other than banks, NBFCs
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 52 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]1
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)2
(Membership Number)
UDIN
Place of signature
Date
1 If applicable, based on facts and circumstances of the engagement.
2 Partner or proprietor, as the case may be.
Page 3 of 21
Annex II
Quarterly
Format for the Limited Review Report for Banks and NBFCs for unaudited
standalone quarterly and year to date results pursuant to Regulation 52 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Review report to....................
We have reviewed the accompanying statement of unaudited financial results of ____ (Name
of the Bank/ NBFC) for the period ended ____. This statement is the responsibility of the
Bank’s/ NBFC’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
52 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]3
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)4
(Membership Number)
UDIN
Place of signature
Date
3 If applicable, based on facts and circumstances of the engagement.
4 Partner or proprietor, as the case may be.
Page 4 of 21
Annex III
Quarterly
When an Unmodified Opinion is expressed on the Quarterly and year to date
financial results for companies (other than banks, NBFCs 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 Regulation 52 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
52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended (“Listing 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 52 of the
Listing 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/loss5 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.
5 Whichever is applicable.
Page 5 of 21
[Insert Emphasis of Matter Paragraph]6
Our opinion is not modified in respect of this matter.
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 52 of the Listing 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
6 If applicable, based on facts and circumstances of the engagement.
Page 6 of 21
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 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)
Place of Signature
(Designation)7
Date
(Membership Number)
UDIN
7 Partner or proprietor, as the case may be.
Page 7 of 21
Annex IV
Quarterly
When an Unmodified Opinion is expressed on the Audited quarterly and year to
date financial results (for Banks/ NBFCs)
Illustrative format of Independent Auditor’s Report (Unmodified Opinion) on Audited
Standalone Quarterly financial results and year to date results of Banks / NBFCs
pursuant to regulation 52 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 Standalone financial results
Opinion
We have audited the accompanying standalone quarterly financial results of ………
(Name of the Bank/ NBFC) (“the Bank/ NBFC”) 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 52 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“Listing 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 52 of the
Listing 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/ loss8
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
8 As applicable.
Page 8 of 21
of Chartered Accountants of India9. 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/ NBFC 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.
[Insert Emphasis of Matter Paragraph]10
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/ NBFC’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/ loss11 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
India12, 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 52 of the Listing Regulations. This responsibility also
includes maintenance of adequate accounting records in accordance with the
provisions of the Act/ Banking Regulation Act, 194913 for safeguarding of the assets of
the Bank/ NBFC 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/ NBFC’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/ NBFC 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/ NBFC’s
financial reporting process.
9 In the case of a Bank/ NBFC, which is not incorporated as a Company.
10 If applicable, based on facts and circumstances of the engagement.
11 As applicable.
12 In the case of a Bank, which is not incorporated as a Company.
13 As applicable.
Page 9 of 21
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 Bank’s/ NBFC’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/ NBFC’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.
Page 10 of 21
Other Matters (relevant for Banks)
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)14
(Membership Number)
Place of Signature
UDIN
Date:
14 Partner or proprietor, as the case may be.
Page 11 of 21
Annexure V
Annual
Illustrative format of independent auditor’s report (unmodified opinion) on the
annual consolidated financial results pursuant to the regulation 52 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, for
companies (other than banks, NBFCs 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 52 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (‘Listing 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 52 of the Listing
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/ loss15
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
15 As applicable.
Page 12 of 21
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]16
Our opinion is not modified in respect of this matter.
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 52
of the Listing 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
16 If applicable, based on facts and circumstances of the engagement.
Page 13 of 21
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. 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.
Page 14 of 21
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.
Other Matters17
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
assets18 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 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
assets19 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.
17 Where applicable.
18 Figures for total assets to be reported when balance sheet is also presented with the income statements.
19 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 15 of 21
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.20.
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 year21.
For XYZ & Co.
Chartered Accountants
(Firm's Registration No.)
Signature
(Name of the Member Signing the Audit Report)
Designation22
(Membership No.)
UDIN
Place of signature:
Date:
20 Use this paragraph where the quarters were subjected to a limited review.
21 Use this paragraph where the quarters were audited.
22 Partner or proprietor, as the case may be.
Page 16 of 21
Annexure VI
Annual
Illustrative format of independent auditor’s report (unmodified opinion) on the
Annual consolidated financial results under regulation 52 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (for Banks/
NBFCs)
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/ NBFC”/ 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/ NBFC pursuant to the requirement of regulation 52 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
(“Listing Regulations”)23 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/ NBFC’s Board of Directors but
have not been subjected to audit/ review24.
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 52 of the
Listing 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
23 Regulations includes relevant circulars issued by SEBI from time to time.
24 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).
Page 17 of 21
consolidated net profit/ loss25 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”)/ issued by the Institute of
Chartered Accountants of India26. 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]27
Our opinion is not modified in respect of this matter.
Board of Directors’ Responsibility for 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/ loss28 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 India29, 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 52 of the Listing 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
25 As applicable.
26 In the case of a Bank, which is not incorporated as a Company.
27 If applicable, based on facts and circumstances of the engagement.
28 As applicable.
29 In the case of a Bank, which is not incorporated as a Company.
Page 18 of 21
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/ NBFC, 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 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/ NBFC’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
Page 19 of 21
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 Bank/ NBFC 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.
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
assets30 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 assets31
30 Figures for total assets to be reported when balance sheet is also presented with the income statements.
31 Figures for total assets to be reported when balance sheet is also presented with the income statements.
Page 20 of 21
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 year to date figures up to the third quarter of the current
financial year which were subject to limited review by us.32
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 year33.
For XYZ & Co.
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the member signing the audit report)
(Designation)34
(Membership Number)
UDIN
Place of signature:
Date:
32 Use this paragraph where the quarters were subjected to a limited review.
33 Use this paragraph where the quarters were audited.
34 Partner or proprietor, as the case may be.
Page 21 of 21