Informal Guidance issued in case of ONGC Videsh Ltd

SEBI has given informal guidance by way of an interpretative letter to ONGC Videsh Ltd under the SEBI (Informal Guidance) Scheme 2003 in connection to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Facts of the query

1)      ONGC Videsh Ltd is a wholly owned subsidiary of Oil and Natural Gas Corporation Ltd (“ONGC”). ONGC Videsh Ltd (“Company”) is in the business of exploration and production of oil and gas and other hydrocarbon related activities outside India.

2)      Company has issued NCD’s which are listed on NSE and the equity shares of the company are presently not listed on any stock exchanges in India.

3)      Prior to implementation of IndAS, Company was submitting half-yearly financial results to NSE on both standalone and consolidated basis. Thereafter now Company is submitting only standalone financial results.

Regulatory framework

      1) Regulation 52(1) states as follow, “The listed entity shall prepare and submit un-audited or audited financial results on a half yearly basis in the format as specified by Board within forty five days from the end of the half year to the recognized stock exchange(s)”

                                         

2      2) As per 1^st proviso to Regulation 52(1)(a) of SEBI(LODR) Regulations, “Provided that if the listed entity intimates in advance to the stock exchange(s) that it shall submit to the stock exchange(s) its annual audited results within sixty days from the end of financial year, un-audited financial results for the last half year accompanied by limited review report by the auditors need not be submitted to stock exchange(s)”

        3)   Reg 52 of SEBI (LODR) Regulations requires an entity whose NCD’s and/or NCRPS are listed to submit the half-yearly unaudited financial results within 45 days from the end of half year, or annual audited financial results within 60 days from end of financial year but it does not specify whether the results should be on standalone basis or consolidated basis or both. As against this Regulation 33 of SEBI (LODR) Regulations clearly states that an entity whose equity shares or any convertible securities are listed shall submit quarterly, half-yearly and annual financial results on standalone basis and in the event of any subsidiaries, also on consolidated basis. 

       4) Regulation 4 of SEBI (LODR) Regulations which is applicable to all listed entities provides that a listed entity shall ensure timely and accurate disclosure of all material matters including financial situation in the prescribed standards of disclosure. In this relation, the circumstances in which consolidated financial results may or may not be considered material is not specified where standalone financial results are already published.

Query:

Q1) Whether Company can submit its consolidated financial results over and above standalone financial results to the stock exchange in terms of Regulation 52 of SEBI (LODR) Regulations 2015?  

Ans: Regulations 52(1) of SEBI (LODR) Regulation warrants submission of only standalone financial results.

Copy of the Informal guidance can be viewed by below mentioned link:

https://www.sebi.gov.in/sebi_data/commondocs/may-2019/Informal%20Guidance%20to%20ONGC%20Videsh%20Limited%20SEBI%20letter_p.pdf