Standardisation Format For Auditor Certificate

All Listed Companies are governed by the provisions of Listing Agreement under supervisory authority of SEBI. SEBI has special power under section 11 read with section 11A of SEBI Act, 1992 under which SEBI may make the provisions for protection of interest of investors and to promote the development of market.

In accordance with the aforesaid powers, SEBI vide its Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 and SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 put certain obligations on the listed companies undergoing a scheme of amalgamation / merger / reconstruction, etc. thereby increasing  transparency and disclosure in all such scheme of arrangement. Further, in reference to the aforesaid circular, SEBI has issued another Circular on March 25th, 2014 in order to standardize the format for Auditor Certificate as required under Clause 24(i) of the Listing Agreement.

Clause 24(f) of the Listing Agreement requires a company to file with the Stock Exchange(s), for approval, any scheme/petition proposed to be filed before any Court or Tribunal under sections 391, 394 and 101 of the Companies Act, 1956,(Section 230, 232 and Section 66 of Companies Act, 2013) at least one month before it is presented to the Court or Tribunal.

Clause 24(i) of the Listing Agreement requires that the company, while filing for approval of any draft Scheme of amalgamation / merger / reconstruction, etc. with the stock exchange under Clause 24(f), shall also file an auditors’ certificate to the effect that the accounting treatment contained in the scheme is in compliance with all the Accounting Standards specified by the Central Government in Section 211(3C) of the Companies Act, 1956 (Section 133 of Companies Act, 2013). It has been observed that the Auditors' Certificate filed by the companies are in different format and there is no standardisation.

In view of the above, to maintain uniformity SEBI has decided to prescribe a standard format for Auditors’ Certificate and the same is placed at Annexure A of said Circular, which shall be followed by the companies.

This circular is applicable for all draft/ final scheme/ petition filed with the Stock Exchange(s) on or after 25th March, 2014. 
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