OTCEI

SEBI/CFD/DIL/LA/3/ 2007/10/07

July 10, 2007

The Managing Director / Executive Director / Administrator

Of All Stock Exchanges

Dear Sirs,

Sub.: Amendments of Clause 41 of Equity Listing Agreement

I. In order to rationalize and modify the process and formats for submission of

financial results to the stock exchanges and also with a vie to simplify the

same, EBI has decided to replace the existing Clause 41 of the Listing

Agreement. Inter alias, the following amendments have also been made in the

revised clause:

1. Submission of Financial Results

With a vie to enable investors know the performance as early as possible,

companies have an option to furnish either unaudited or audited quarterly

and year to date financial results to the tock Exchange within one month

from the end of each quarter. Where a company furnishes unaudited

financial results, the results shall be subjected to a Limited Review and a

copy of the Limited Review Report shall be submitted to the tock

Exchange within t o months from the end of the quarter.

Further, it has been decided to simplify the provision for explanation in

variation between items of unaudited and audited quarterly/ year to date /

annual results. As against the extent requirement for providing explanation

for variation in any of the items in the proforma, the revised clause 41

requires the same to be furnished only in respect of Net Profit or Loss After

Tax and for exceptional / extraordinary items. Further, it has been decided

to reduce the percentage of variation for the purpose from ‘20% or more’ to

’10% or Rs.10 lakhs, whichever is higher’.

In case of a company having subsidiaries, such company has an option to

submit the quarterly consolidated financial statements in addition to the

stand alone financial results. Ho ever, such a company shall submit the

annual consolidated financial results along with the annual stand-alone

financial statements to the stock exchanges. The modified requirements on

publication are detailed in the following paragraph.

Parag Basu

2. Publication of Results

As regards the publication of financial results, companies having

subsidiaries ho file both stand-alone and consolidated results to the stock

exchange are provided with an option of publishing of stand-alone or

consolidated results, subject to the condition that a choice once exercised

cannot be changed during the year.

In case the company changes its option in any subsequent financial year, it

shall furnish comparative figures for the previous financial year in

accordance with the option exercised for the current year. The company, if

it opts to publish consolidated financial results only, shall also, in the

advertisements, state the places, such as the company’s website, tock

Exchange website, etc., here the stand-alone financial results, ill be

available. In case the company opts for publishing stand-alone financial

results only, it shall also publish information in respect of its consolidated

turnover, net profit after tax and earnings per share.

3. Simplification in he revised Clause 41

During the process of revision of the clause, it as felt necessary to further

simplify and organize the presentation of the sub-clauses. The following are

areas simplified in the Revised Clause 41:

i. Wherever possible, repeated requirements in the existing clause have

been removed and similar requirements have been consolidated.

ii. Formats have also been consolidated wherever possible and given in

one place as Annexures to Clause 41.

iii. Since the Notes to various formats ere common across formats, the

same have been rationalized and consolidated in one place under the

clause itself.

iv. Certain additional information such as other provisions, miscellaneous

expenditure & exceptional / extraordinary items has been included.

v. Based on feed back from the companies, clauses have been

Interpreted and clarified wherever necessary.

II. Applicability y

The revised Clause 41 of Equity Listing Agreement shall come into force for all

filings made to stock exchanges in respect of accounting periods commencing

on or after July 01, 2007. Financial statements for such periods shall be

prepared, submitted and published as prescribed under the revised clause.

Page 3 of 27

III. Direction o Stock Exchanges

1. All stock Exchanges are advised to do the following:

a. Given effect to the abovementioned policies and appropriately amend

Clause 41 of Equity Listing Agreement in line itch the text of the

amendments specified in Annexure I.

b. Make consequential changes, if any, in other clauses of Equity Listing

Agreement.

2. All Stock Exchanges are further advised to do the following:

a. Monitor compliance itch the submission of financial results, based on

quarterly returns submitted by companies.

b. Communicate to EBI, status of implementation of the requirements of

this circular in the next Monthly Development Report.

IV. This circular is issued in exercise of powers conferred by sub-section (1) of

Section 11, read itch sub-section (2) of section 11A, of the securities and

Exchange Board of India Act, 1992, to protect the interests of investors in

securities and to promote the development of, and to regulate the securities

market. The provisions of EBI circular no. MDRP/POLICY/CIR-2/2003 dated

January 10, 2003 to the extent that it pertains to Clause 41 of Equity Listing

Agreement shall stand superseded accordingly.

V. This circular is available on SEBI website at .sebi.gov.in.

Yours faithfully,

Parag Basu

Encl.: Annexure I - Revised Clause 41 of Equity Listing Agreement. .

Page 4 of 27

ANNEXURE I

Submission and Disclosure of Interim and Annual Financial Results

41. The company agrees to comply itch the following provisions:

I) Preparation and Submission of Financial Results

a) The financial results filed and published in compliance itch this clause shall

Be prepared on the basis of accrual accounting policy and in accordance with

uniform accounting practices adopted for all the periods.

b) The company shall submit its quarterly, year to date and annual financial

results to the stock exchange in the manner prescribed in this clause.

c) The company has an option either to submit audited or unaudited quarterly

And year to date financial results to the stock exchange within one month of

end of each quarter (other than the last quarter), subject to the following:

(i) In case the company opts to submit unaudited financial results, they shall

be subjected to limited review by the statutory auditors of the company (or

in case of public sector undertakings, by any practicing Chartered

Accountant) and a copy of the limited review report shall be furnished to

The stock exchange within t o months from end of the quarter.

(ii) In case the company opts to submit audited financial results, they shall be

accompanied by the audit report.

d) In respect of the last quarter, the company has an option either to submit

Unaudited financial results for the quarter within one month of end of the

financial year or to submit audited financial results for the entire financial year

within three months of end of the financial year, subject to the following:

(i) In case the company opts to submit unaudited financial results for the last

quarter, it shall also submit audited financial results for the entire financial

year, as soon as they are approved by the Board.

(ii) In case the company opts to submit audited financial results for the entire

Financial year, it shall intimate the stock exchange in writing within one

month of end of the financial year, about such exercise of option.

e) If the company has subsidiaries, -

(i) It may, in addition to submitting quarterly and year to date stand-alone

financial results to the stock exchange under item (b), also submit

quarterly and year to date consolidated financial results; and

(ii) While submitting annual audited financial results prepared on stand-alone

basis under item (c), it shall also submit annual audited consolidated

financial results to the stock exchange.

f) The financial results covered under this sub-clause shall be submitted to the

Stock exchange within fifteen minutes of conclusion of the meeting of the

Board or Committee in which they ere approved pursuant to sub-clause (II),

through such mode as may be specified by the stock exchange.

Page 5 of 27

II) Manner of approval and authentication of the financial results

a) The quarterly financial results submitted under sub-clause (I) shall be

approved by the Board of Directors of the company or by a committee

thereof, other than the audit committee.

Provided that hen the quarterly financial results are approved by the

Committee they shall be placed before the Board at its next meeting:

Provided further than while placing the financial results before the Board,

the Chief Executive Officer and Chief Financial Officer of the company, by

Whatever name called, shall certify that the financial results do not contain

any false or misleading statement or figures and do not omit any material fact

Which may make the statements or figures contained therein misleading.

b) The Committee mentioned in item (a) above shall consist of not less than one

third of the directors and shall include the managing director and at least one

independent director.

c) The financial results submitted to the stock exchange shall be signed by the

Chairman or managing director, or a whole time director. In the absence of all

of them, it shall be signed by any other director of the company ho is duly

authorized by the Board to sign the financial results.

d) The limited review report mentioned in sub-clause (I)(b)(i) shall be placed

before the Board of directors or the Committee mentioned in item (b) above,

before being submitted to the stock exchange.

Provided that hen the limited review report is placed before the Committee

they shall also be placed before the Board at its next meeting.

e) The annual audited financial results shall be approved by the Board of

Directors of the company and shall be signed in the manner specified in item

(c).

III) Intimation of Board Meeting

a) The company shall give prior intimation of the date and purpose of meetings

Of the Board or Committee in which the financial results ill be considered

under sub-clause (II)(a) or (II)(e), as the case may be, at least seven clear

calendar days prior to the meeting (excluding the date of the intimation and

date of the meeting).

b) The company shall also simultaneously issue a public notice in at least in one

English daily newspaper circulating in the hole or substantially the hole of

India and in one daily newspaper published in the language of the region,

here the registered office of the company is situated.

IV) Other requirements as on financial results

a) Where there is a variation between the unaudited quarterly or year to date

Financial results and the results amended pursuant to limited review for the

same period, and – .

Page 6 of 27

(i) the variation in net profit or net loss after tax is in excess of 10% or

Rs.10 lakhs, whichever is higher; or

(ii) the variation in exceptional or extraordinary items is in excess of 10%

or Rs.10 lakhs, whichever is higher -

the company shall submit to the stock exchange an explanation of the

Reasons for variations, while submitting the limited review report. The

Explanation of variations so submitted shall be approved by the Board of

Directors:

Provided that in case of results for the last quarter, the above sub-clause

Shall apply in respect of variation, if any, between the year to date figures

contained in the unaudited results and the figures contained in the annual

audited results.

b) If the auditor has expressed any qualification or other reservation in respect of

audited financial results submitted or published under this clause, the

company shall disclose such qualification or other reservation and impact of

the same on the profit or loss, while publishing or submitting such results.

c) If the auditor has expressed any qualification or other reservation in his audit

Report or limited review report in respect of the financial results of any

previous financial year or quarter which has an impact on the profit or loss of

the reportable period, the company shall include as a note to the financial

results –

(i) ho the qualification or other reservation has been resolved; or

(ii) If it has not been resolved, the reason therefore and the steps which the

company intends to take in the matter.

d) If the company has changed its name suggesting any new line of business, it

shall disclose the net sales or income, expenditure and net profit or loss after

Tax figures pertaining to the said new line of business separately in the

financial results and shall continue to make such disclosures for the three

years succeeding the date of change in name.

Provided that tax expense shall be allocated between the said new line of

business and other business of the company in the ratio of the respective

figures of net profit before tax, subject to any exemption, deduction or

concession available under the tax la s.

e) If the company had not commenced commercial production or commercial

operations during the reportable period, the company shall, instead of

submitting financial results, disclose the details of amount raised, the portions

Thereof which is utilized and that remaining unutilized, the details of

Investment made pending utilisation, brief description of the project which is

pending completion, status of the project and expected date of

Commencement of commercial production or commercial operations.

explanation: For the purposes of this item –

(i) The details mentioned above, shall be approved by the Board or a

Committee thereof, based on certification by the Chief Executive

Officer and Chief Financial Officer, in compliance with sub-clause (II);

(ii) The expression “amounts raised” shall mean the proceeds of any issue

of shares or debentures made by the company. .

Page 7 of 27

f) The quarterly and year to date results shall be prepared in accordance with

the recognition and measurement principles laid do n in Accounting

standard 25 (A 25 – Interim Financial Reporting) issued by the Institute of

Chartered Accountants of India (ICAI).

g) All items of income and expenditure arising out of transactions of exceptional

nature shall be disclosed.

h) Extraordinary items, if any, shall be disclosed in accordance with Accounting

standard 5 (A 5 – Net Profit or Loss for the Period, Prior Period Items and

Changes in Accounting Policies) issued by ICAI.

i) Changes in accounting policies, if any, shall be disclosed in accordance with

Accounting standard 5 (A 5 – Net Profit or Loss for the Period, Prior Period

Items and Changes in Accounting Policies) issued by ICAI.

j) Companies, hose revenues are subject to material seasonal variations, shall

Disclose the seasonal nature of their activities. In addition, they may

Supplement their financial results with information for the 12 months period

ending on the last day of the quarter for the current and preceding years on a

rolling basis.

k) The company shall disclose any event or transaction which occurred during or

before the quarter that is material to an understanding of the results for the

Quarter including but not limited to completion of expansion and diversification

programmes, strikes and lock-outs, change in management and change in

capital structure. The company shall also disclose similar material events or

transactions that take place subsequent to the end of the quarter.

l) The company shall disclose the following in respect of dividends paid or

Recommended for the year, including interim dividends (only in respect of

Annual results):

(i) Amount of dividend distributed or proposed for distribution per share;

The amounts in respect of different classes of shares shall be

distinguished and the nominal values of shares shall also be indicated;

(ii) Here dividend is paid or proposed to be paid pro-rata for shares

Allotted during the year, the date of allotment and number of shares

Allotted, pro-rata amount of dividend per share and the aggregate

amount of dividend paid or proposed to be paid on pro-rata basis.

m) The company shall disclose the effect on the financial results of material

changes in the composition of the company, if any, including but not limited to

business combinations, acquisitions or disposal of subsidiaries and long term

investments, any other form of restructuring and discontinuance of

operations.

n) The company shall also disclose the number of investor complaints pending

At the beginning of the quarter, those received and disposed of during the

quarter and those remaining unresolved at the end of the quarter.

V) Forma s

a) The quarterly financial results shall be in the format given in Annexure I for

companies other than banks and that given in Annexure II for banks. .

Page 8 of 27

b) Manufacturing, trading and service companies, which have followed

functional (secondary) classification of expenditure in the annual profit and

loss account published in the most recent annual report or which proposed to

Follows such classification for the current financial year, may furnish quarterly

financial results in the alternative format given in Annexure III. The alternative

format can be used for a subsequent quarter only if such format is used

consistently from the first quarter of the financial year.

c) Consolidated financial results shall be in the same format as is applicable to

stand-alone financial results. Additionally, details relating to minority interest,

share of associates and other related items shall be separately given as

additional row items.

d) Annual audited financial results shall be in the format as is applicable to

quarterly financial results. Ho ever, columns and figures relating to the last

quarter, year to date results and corresponding three months in previous year

need not be given.

e) If the company has more than one reportable primary segment in terms of

Accounting standard 17 (A 17 – segment Reporting) issued by ICAI, it shall

also submit quarterly or annual segment information as part of financial

results in the format given in Annexure IV.

f) Limited review reports shall be given by auditors in the format given in

Annexure V for companies other than banks (including those using the

alternative format of financial results) and in the format given in Annexure VI

for banks.

g) In case of audited financial reports, the audit report shall be given in the

format given in Annexure VII for companies other than banks (including those

using the alternative format of financial results) and in the format given in

Annexure VIII for banks.

VI) Publication of financial results in newspapers

a) The company shall, within 48 hours of conclusion of the Board or Committee

meeting at which the financial results ere approved, publish a copy of the

financial results hich ere submitted to the stock exchange in at least in one

English daily ne spaper circulating in the hole or substantially the hole of

India and in one daily ne spaper published in the language of the region,

here the registered office of the company is situated:

Provided that here the company has opted to submit audited financial

results under sub-clause I(b)(ii), it shall also publish the qualifications or

reservations, if any, expressed by the auditor together itch the audited

results.

b) Where the company has submitted consolidated financial results in addition to

stand-alone financial results under sub-clause (I)(e), it shall have an option to

publish either stand-alone financial results or consolidated financial results in

the ne spapers, subject to the follo ing: .

Page 9 of 27

(i) If it is desirous of publishing consolidated financial results alone, it shall

exercise the option in the first quarter of the financial year and such

option shall not be changed during the financial year;

(ii) In case the company changes its option in any subsequent year, it shall

furnish comparable figures for the previous year in accordance itch the

option exercised for the current year.

(iii) If the company opts to publish only consolidated financial results, it shall

give a reference in the ne spaper publication, to the places, such as the

company’s ebsite and stock exchanges’ ebsites, here the stand-alone

results ill be available for perusal.

(iv) If the company opts to publish only stand-alone financial results, it shall

also publish consolidated figures for turnover, net profit after tax and

earnings per share.

VII) In erpre a ion

For the purposes of this clause, -

a) ‘financial year’ means the period of t elve months commencing on the first

day of April every year, subject ho ever to items (e) to (h);

b) ‘annual results’ mean the financial results prepared in accordance itch this

clause in respect of a financial year;

c) ‘quarter’ means the period of three months commencing on the first day of

April, July, October or January of a financial year, subject ho ever to items

(e) to (h);

d) ‘quarterly results’ mean the financial results prepared in accordance itch this

clause in respect of a quarter;

e) if the duration of financial year of the company is more than 12 months but

does not exceed 15 months, there shall be 5 quarters in a financial year;

f) if the duration of financial year of the company is more than 15 months but

does not exceed 18 months, there shall be 6 quarters in a financial year.

g) the company may at its option have a financial year commencing on a date

other than the first day of April;

h) the company may at its option have quarters commencing on dates other

than those mentioned at item (c).

********

Annexure I o Clause 41

Forma for submi ing he quar erly financial resul s by companies o her han banks

(Rs. In Lakhs)

Particulars	3 months ended (dd/mm/yyyy)	Corresponding 3 months ended in the previous year (dd/mm/yyyy)	Year to date figures for current period ended (dd/mm/yyyy)	Year to date figures for previous period ended (dd/mm/yyyy)	Previous accounting year ended Year to date figures for current period ended (dd/mm/yyyy)
	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*
1. Net ales/Income from Operations
2. Other Income
3. Total Income ( 1+ 2) 4. Expenditure a. Increase/decrease in stock in trade and ork in progress b. Consumption of ra materials c. Purchase of traded goods d. Employees cost e. Depreciation f. Other expenditure g. Total (Any item exceeding 10% of the total expenditure to be sho n separately)
5. Interest
6. Exceptional items

7. Profi (+)/ Loss (-) from Ordinary Ac ivi ies before ax ( 3) - ( 4+ 5+ 6)
8. Tax expenses
9. Ne Profi (+)/ Loss (-) from Ordinary Ac ivi ies af er ax ( 7- 8)
10. Extraordinary Items (net of tax expense Rs. _________)
11. Ne Profi (+)/ Loss(-) for he period
(9- 10)
12. Paid- up equity share capital (Face Value of the hare shall be indicated)
13. Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year
14. Earnings Per hare ( EP ) a) Basic and diluted EP before Extraordinary items for the period, for the year to date and for the previous year (not to be annualized) b) Basic and diluted EP after Extraordinary items for the period, for the year to date and for the previous year (not to be annualised)
15. Public shareholding - Number of shares - Percentage of shareholding

*strike off hichever is not applicable .

Annexure II o Clause 41

Forma for submi ing he quar erly financial resul s by banks

(Rs in Lakhs)

Particulars	3 months ended (dd/mm/yyyy)	Corresponding 3 months ended in the previous year (dd/mm/yyyy)	Year to date figures for current period ended (dd/mm/yyyy)	Year to date figures for previous period ended (dd/mm/yyyy)	Previous accounting year ended Year to date figures for current period ended (dd/mm/yyyy)
	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*
1. Interest earned ( a)+( b)+( c)+( d)
(a) Interest/ discount on advances/ bills
(b) Income on investments
(c) Interest on balances itch Reserve Bank of India and other inter bank funds
(d) Others
2. Other Income
3. To al Income ( 1+ )
4. Interest Expended
5. Operating Expenses ( i)+( ii)
(i) Employees cost
(ii) Other operating expenses (All items exceeding 10% of the total expenditure excluding interest expenditure may be sho n separately)
6. Total Expenditure (( 4+ 5) excluding provisions and contingencies
7. Operating Profit before Provisions and Contingencies ( 3- 6)
8. Provisions (other than tax) and Contingencies
9. Exceptional Items
10. Profit (+) / Loss (-) from Ordinary Activities before tax ( 7- 8- 9)
11. Tax expense
12. Ne Profi (+)/ Loss(-) from Ordinary Ac ivi ies af er ax ( 10- 11)
13. Extraordinary items ( net of tax expense)
14. Ne Profi (+)/ Loss (–) for he period( ( 1 - 13)
15. Paid- up equity share capital (Face Value of the hare shall be indicated)
16. Reserves excluding Revaluation Reserves (as per balance sheet of previous accounting year)
17. Analytical Ratios
(i) Percentage of shares held by Government of India
(ii) Capital Adequacy Ratio
(iii) Earnings Per hare ( EP ) a) Basic and diluted EP before Extraordinary items (net of tax expense) for the period, for the year to date and for the previous year ( not to be annualized) b) Basic and diluted EP after Extraordinary items for the period, for the year to date and for the previous year (not to be annualized)
(ii) NPA Ratios a) Gross/Net NPA b) % of Gross/Net NPA c) Return on Assets
18. Public hareholding – No. of shares – Percentage of shareholding

*strike off hichever is not applicable

Notes ( as per RBI requirements)

1. Employee cost under Operating expenses to include all forms of consideration given by the bank in exchange for services rendered by employees. It should also include

provisions for post employment benefits such as gratuity, pension, other retirement benefits, etc.

2. Extraordinary items as defined in Accounting tandard 5 as income or expenses that arise from the ordinary activities of the enterprise and therefore, are not expected to

recur frequently or regularly. .

Annexure III o Clause 41

Forma for submi ing he quar erly financial resul s by companies eligible for al erna ive forma

(Rs. In Lakhs)

Particulars	3 months ended (dd/mm/yyyy)	Corresponding 3 months ended in the previous year (dd/mm/yyyy)	Year to date figures for current period ended (dd/mm/yyyy)	Year to date figures for previous period ended (dd/mm/yyyy)	Previous accounting year ended Year to date figures for current period ended (dd/mm/yyyy)
	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*
1 Net Income from sales/services
2 Cost of sales/services (a) Increase/decrease in stock in trade and ork in progress (b) Consumption of ra materials (c) Purchase of traded goods (d) Other expenditure
3 Gross Profi ( 1- )
4 General Administrative Expenses
5 elling and Distribution Expenses
6 Depreciation
7 Opera ing Profi before in eres (3) – (4+ 5+ 6)
8 Interest
9 Exceptional Items
10 Opera ing Profi af er in eres and Excep ional I ems ( 7- 8- 9)
11 Other Income
12, Profi (+)/ Loss (-) from Ordinary Ac ivi ies before ax ( 10- 11)
13 Tax Expense
14 Ne Profi (+)/ Loss (-) from Ordinary Ac ivi ies af er ax ( 12 -13)

15 Extraordinary items ( net of tax expense)
16 Ne Profi (+)/ Loss(-) for he period ( 14- 15)
17 Paid- up equity share capital (Face value of the hare shall be indicated)
18 Reserves excluding Revaluation Reserves (as per balance sheet) of previous accounting year
19 Earnings Per hare ( EP ) a) Basic and diluted EP before Extraordinary items for the period, for the year to date and for the previous year ( not to be annualized) b) Basic and diluted EP after Extraordinary items for the period, for the year to date and for the previous year ( not to be annualized)
20 Public shareholding – Number of shares – Percentage of shareholding

* strike of hichever is not applicable

Note:

Total expenditure incurred on ( 1) Employee Cost or ( 2) Any item of expenditure hich exceeds 10% of the total expenditure, shall be given as a note. .

Annexure IV o Clause 41

Forma for Repor ing of Segmen wise Revenue, Resul s and Capi al Employed along wi h he quar erly resul s

(applicable for banks as well as companies o her han banks)

(Rs in Lakhs)

Particulars	3 months ended (dd/mm/yyyy)	Corresponding 3 months ended in the previous year (dd/mm/yyyy)	Year to date figures for current period ended (dd/mm/yyyy)	Year to date figures for previous period ended (dd/mm/yyyy)	Previous accounting year ended Year to date figures for current period ended (dd/mm/yyyy)
	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*	Audited / Unaudited*
1. Segmen Revenue (net sale/income from each segment should be disclosed under this head) (a) egment – A (b) egment – B (c) egment – C (d) egment.... (e) Unallocated To al Less: In er Segmen Revenue
Ne sales/ Income From Opera ions
2. Segmen Resul s (Profit)(+) / Loss (-) before tax and interest from Each segment)# (a) egment – A (b) egment – B (c) egment – C (d) egment.... (e) Unallocated
To al Less: i) Interest** ii) Other Un- allocable Expenditure net off (iii) Un- allocable income
To al Profi Before Tax 3. Capi al Employed ( egment assets – egment Liabilities) (a) egment – A (b) egment – B (c) egment – C (d) egment.... (e) Unallocated
To al

*strike off hichever is not applicable

# Profit/loss before tax and after interest in case of segments having operations hich are primarily of financial nature.

** Other than the interest pertaining to the segments having operations hich are primarily of financial nature.

No es:

(a) egment Revenue, egment Results, egment assets and egment liabilities shall have the same meaning as defined in the Accounting

tandards on egment Reporting ( A -17) issued by ICAI.

(b) The above information shall be furnished for each of the reportable primary segments as identified in accordance itch A -17, issued by ICAI.

********

Annexure V o Clause 41

Forma for he limi ed review repor for companies o her han banks:

We have review ed 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.

A review of interim financial information consists principally of applying analytical

procedures for financial data and making inquiries of persons responsible for

financial and accounting matters. It is substantially less in scope than an audit

conducted in accordance itch the generally accepted auditing standards, the

objective of hich is the expression of an opinion regarding the financial statements

taken as a hole. Accordingly, e do not express such an opinion.

Based on our review conducted as above, nothing has come to our notice that

causes us to believe that the accompanying statement of unaudited financial results

prepared in accordance itch accounting standards and other recognised accounting

practices and policies has not disclosed the information required to be disclosed in

terms of Clause 41 of the Listing Agreement including the manner in hich it is to be

disclosed, or that it contains any material misstatement.

Page 19 of 27

Annexure VI o Clause 41

Forma for he limi ed review repor for Banks:

We have review ed 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.

A review of interim financial information consists principally of applying analytical

procedures for financial data and making inquires of persons responsible for financial

and accounting matters. It is substantially less in scope than an audit conducted in

accordance itch the generally accepted auditing standards, the objective of hich is

the expression of an opinion regarding the financial statements taken as a hole.

Accordingly, e do not express such an opinion.

In the conduct of our Review e 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 , e 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 notice that

causes us to believe that the accompanying statement of unaudited financial results

prepared in accordance itch accounting standards and other recognized accounting

practices and policies has not disclosed the information required to be disclosed in

terms of Clause 41 of the Listing Agreement including the manner in hich it is to be

disclosed, or that it contains any material misstatement or that it has not been

prepared in accordance itch the relevant prudential norms issued by the Reserve

Bank of India in respect of income recognition, asset classification, provisioning and

other related matters." .

Page 20 of 27

Annexure VII o Clause 41

When an Unqualified Opinion is Expressed on he Quar erly Financial Resul s

(for companies o her han banks)

Auditor’s Report On Quarterly Financial Results and Year to Date Results of the

Company Pursuant to the Clause 41 of the Listing Agreement

Board of Directors of ……………………. (name of the company)

We have audited the quarterly financial results of ………………………(name of the

company) for the quarter ended ………………………. (date of the quarter end) and

the year to date results for the period ……………. to …………………, attached

here itch, being submitted by the company pursuant to the requirement of clause 41

of the Listing Agreement

. These quarterly financial results as ell as the year to

date financial results have been prepared on the basis of the interim financial

statements, hich are the responsibility of the company’s management. Our

responsibility is to express an opinion on these financial results based on our audit of

such interim financial statements, hich have been prepared in accordance itch the

recognition and measurement principles laid do n in Accounting tandard (A ) 25,

Interim Financial Reporting, issued by the Institute of Chartered Accountants of India

and other accounting principles generally accepted in India.

We conducted our audit in accordance itch the auditing standards generally

accepted in India. Those standards require that e plan and perform the audit to

obtain reasonable assurance about hether the financial results are free of material

misstatement(s). An audit includes examining, on a test basis, evidence supporting

the amounts disclosed as financial results. An audit also includes assessing the

accounting principles used and significant estimates made by management. We

believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations

given to us these quarterly financial results as ell as the year to date results:

1 In case, the co pany had exercised the option of furnishing the unaudited quarterly and year to date results to the stock

exchange, the first paragraph of the audit report would appear as under:

“We have audited the quarterly financial results of ………………………(name of the compan ) for the quarter ended ……………………… (date

of the quarter end) and the year to date results for the period …………… to …………………, attached herewith, sub itted by the co pany to

the ………… stock exchange (name of the Stock Exchange) on …………… (date) vide its letter bearing reference ……………… , pursuant to

the require ent of clause 41 of the Listing Agree ent 1 These quarterly financial results as well as year to date results have been prepared on

the basis of the interi financial state ents, which are the responsibility of the co pany’s anage ent Our responsibility is to express an

opinion on these financial results based on our audit of such interi financial state ents, which have been prepared in accordance with the

recognition and easure ent principles laid down in Accounting Standard (AS) 25, Interi Financial Reporting, issued by the Institute of

Chartered Accountants of India and other accounting principles generally accepted in India ” .

Page 21 of 27

(i) are presented in accordance itch the requirements of clause 41 of the Listing

Agreement in this regard; and

(iii) give a true and fair vie of the net profit/ loss

and other financial information

for the quarter ended ………………(date of the quarter end) as ell as the year to

date results for the period from …………… to ………………….

Further, e also report that e have, on the basis of the books of account and other

records and information and explanations given to us by the management, also

verified the number of shares as ell as percentage of shareholdings in respect of

aggregate amount of non promoter shareholdings, as furnished by the company in

terms of clause 35 of the Listing Agreement and found the same to be correct.

For XYZ & Co.

Chartered Accountants

ignature

(Name of the member signing the audit report)

(Designation)

(Membership Number)

Place of signature

Date

2 Whichever is applicable

3 Partner or proprietor, as the case ay be .

Page 22 of 27

When an Unqualified Opinion is Expressed on he Quar erly Consolida ed

Financial Resul s (for companies o her han banks)

Auditor’s Report On Quarterly Consolidated Financial Results and Consolidated Year

to Date Results of the Company Pursuant to the Clause 41 of the Listing Agreement

Board of Directors of ……………………. (name of the company)

We have audited the quarterly consolidated financial results of

………………………(name of the company) for the quarter ended

………………………. (date of the quarter end) and the consolidated year to date

results for the period ……………. to …………………, attached here itch, being

submitted by the company pursuant to the requirement of clause 41 of the Listing

Agreement.

These consolidated quarterly financial results as ell as the

consolidated year to date financial results have been prepared from consolidated

interim financial statements, hich are the responsibility of the company’s

management. Our responsibility is to express an opinion on these consolidated

financial results based on our audit of such consolidated interim financial statements,

hich have been prepared in accordance itch the recognition and measurement

principles laid do n in Accounting tandard (A ) 25, Interim Financial Reporting,

issued by the Institute of Chartered Accountants of India and other accounting

principles generally accepted in India.

We conducted our audit in accordance itch the auditing standards generally

accepted in India. Those standards require that e plan and perform the audit to

obtain reasonable assurance about hether the financial results are free of material

misstatement(s). An audit includes examining, on a test basis, evidence supporting

the amounts disclosed as financial results. An audit also includes assessing the

accounting principles used and significant estimates made by management. We

believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of _______ (number) subsidiaries included

in the consolidated quarterly financial results and consolidated year to date results,

1 In case, the co pany had exercised the option of furnishing the unaudited quarterly and year to date results to the stock

exchange, the first paragraph of the audit report would appear as under:

“We have audited the quarterly consolidated financial results of ………………………(name of the compan ) for the quarter ended

……………………… (date of the quarter end) and the consolidated year to date results for the period …………… to …………………, attached

herewith, sub itted by the co pany to the ………… stock exchange (name of the Stock Exchange) on …………… (date) vide its letter

bearing reference ……………… , pursuant to the require ent of clause 41 of the Listing Agree ent 4 These quarterly consolidated financial

results as well as the consolidated year to date financial results have been prepared fro consolidated interi financial state ents, which are

the responsibility of the co pany’s anage ent Our responsibility is to express an opinion on these financial results based on our audit of

such consolidated interi financial state ents, which have been prepared in accordance with the recognition and easure ent principles laid

down in Accounting Standard (AS) 25, Interi Financial Reporting, issued by the Institute of Chartered Accountants of India and other

accounting principles generally accepted in India ” .

Page 23 of 27

hose consolidated interim financial statements reflect total assets of Rs. …………

as at …………….(year to date) and …………………… as at the quarter ended

………………..(date of quarter end); as ell as the total revenue of Rs. ………… as

at ….………….. (year to date) and Rs. ……………….. as at the quarter ended

………………..(date of quarter end). These interim financial statements and other

financial information have been audited by other auditors hose report(s) has (have)

been furnished to us, and our opinion on the quarterly financial results and the year

to date results, to the extent they have been derived from such interim financial

statements is based solely on the report of such other auditors.

In our opinion and to the best of our information and according to the explanations

given to us these consolidated quarterly financial results as ell as the consolidated

year to date results:

(i) include the quarterly financial results and year to date of the follo ing entities

(list of entities included in consolidation);

(ii) have been presented in accordance itch the requirements of clause 41 of the

Listing Agreement in this regard; and

(iii) give a true and fair vie of the consolidated net profit/loss

and other financial

information for the quarter ended ………………(date of the quarter end) as ell as

the consolidated year to date results for the period from …………… to

………………….

Further, e also report that e have, on the basis of the books of account and other

records and information and explanations given to us by the management, also

verified the consolidated number of shares as ell as percentage of shareholdings in

respect of aggregate amount of consolidated non promoter shareholdings, as

furnished by the company in terms of clause 35 of the Listing Agreement and found

the same to be correct.

For XYZ & Co.

Chartered Accountants

ignature

(Name of the member signing the audit report)

(Designation)

(Membership Number)

Place of signature

Date

5 Whichever is applicable

2 Partner or proprietor, as the case ay be .

Page 24 of 27

Annexure VIII o Clause 41

When an Unqualified Opinion is Expressed on he Quar erly Financial Resul s

(for Banks)

Auditor’s Report On Quarterly Financial Results and Year to Date Results of the

Company Pursuant to the Clause 41 of the Listing Agreement

Board of Directors of ……………………. (name of the Bank)

We have audited the quarterly financial results of ………………………(name of the

bank) for the quarter ended ………………………. (date of the quarter end) and the

year to date results for the period ……………. to …………………, attached here itch,

being submitted by the bank pursuant to the requirement of clause 41 of the Listing

Agreement

. These quarterly financial results as ell as the year to date financial

results have been prepared from interim financial statements, hich are the

responsibility of the bank’s management. Our responsibility is to express an opinion

on these financial results based on our audit of such interim financial statements,

hich have been prepared in accordance itch the recognition and measurement

principles laid do n in Accounting tandard (A ) 25, Interim Financial Reporting,

issued by the Institute of Chartered Accountants of India and other accounting

principles generally accepted in India.

We conducted our audit in accordance itch the auditing standards generally

accepted in India. Those standards require that e plan and perform the audit to

obtain reasonable assurance about hether the financial results are free of material

misstatement(s). An audit includes examining, on a test basis, evidence supporting

the amounts disclosed as financial results. An audit also includes assessing the

accounting principles used and significant estimates made by management. We

believe that our audit provides a reasonable basis for our opinion.

These financial results incorporate the relevant returns of _______(number)

branches audited by us, _________ (number) branches including _______ (number)

foreign branches audited by the other auditors specially appointed for this purpose

1 In case, the Bank had exercised the option of furnishing the unaudited quarterly and year to date results to the stock exchange, the

first paragraph of the audit report would appear as under:

“We have audited the quarterly financial results of ………………………(name of the bank) for the quarter ended ……………………… (date of

the quarter end) and the year to date results for the period …………… to …………………, attached herewith, sub itted by the co pany to the

………… stock exchange (name of the Stock Exchange) on …………… (date) vide its letter bearing reference ……………… , pursuant to the

require ent of clause 41 of the Listing Agree ent 6 These quarterly financial results as well as the year to date financial results have been

prepared fro the interi financial state ents, which are the responsibility of the co pany’s anage ent Our responsibility is to express an

opinion on these financial results based on our audit of such interi financial state ents, which have been prepared in accordance with the

recognition and easure ent principles laid down in Accounting Standard (AS) 25, Interi Financial Reporting, issued by the Institute of

Chartered Accountants of India and other accounting principles generally accepted in India ” .

Page 25 of 27

and unaudited returns in respect of _________ (number) branches. In conduct of our

audit, e have taken note of the reports in respect of non performing assets received

from the concurrent auditors of ________ (number) branches, inspection teams of

banks of ________ (number) branches specifically appointed for this purpose.

These reports cover ______ percent of advances portfolio of the Bank.

In our opinion and to the best of our information and according to the explanations

given to us these quarterly financial results as ell as the year to date results:

(i) have been presented in accordance itch the requirements of clause 41 of the

Listing Agreement in this regard; and

(ii) give a true and fair vie of the net profit/loss

for the quarter ended

………………(date of the quarter end) as ell as the year to date results for the

period from …………… to …………………

Further, e also report that e have, on the basis of the books of account and other

records and information and explanations given to us by the management, also

verified the number of shares as ell as percentage of shareholdings in respect of

aggregate amount of non promoter shareholdings, as furnished by the company in

terms of clause 35 of the Listing Agreement and found the same to be correct.

For XYZ & Co.

Chartered Accountants

ignature

(Name of the member signing the audit report)

(Designation)

(Membership Number)

Place of signature

Date

7 Whichever is applicable

1 Partner or proprietor, as the case ay be .

Page 26 of 27

When an Unqualified Opinion is Expressed on he Consolida ed Quar erly

Financial Resul s (for Banks)

Auditor’s Report On Quarterly Consolidated Financial Results and Consolidated Year

to Date Results of the Company Pursuant to the Clause 41 of the Listing Agreement

Board of Directors of ……………………. (name of the company)

We have audited the quarterly consolidated financial results of

………………………(name of the bank) for the quarter ended ……………………….

(date of the quarter end) and the consolidated year to date results for the period

……. to …………………, attached here itch, being submitted by the bank pursuant to

the requirement of clause 41 of the Listing Agreement

. These consolidated

quarterly financial results as ell as the consolidated year to date financial results

have been prepared from the interim consolidated financial statements, hich are the

responsibility of the bank’s management. Our responsibility is to express an opinion

on these consolidated financial results based on our audit of such consolidated

interim financial statements, hich have been prepared in accordance itch the