CA Bhawna Grover – [2026] 187 taxmann.com 67 (Article)
Financial reporting is not merely a compliance exercise. It is the primary means through which investors, lenders, regulators, and other stakeholders evaluate an entity’s financial position, performance, and governance. Accordingly, accounting standards and disclosure requirements are designed not only to ensure technical compliance but also to ensure that financial statements faithfully represent the economic substance of transactions.
For listed entities, this responsibility extends beyond the finance function to management, boards of directors, audit committees, CFOs, and other key personnel involved in the financial reporting process. Under the SEBI (LODR) Regulations, financial statements are expected to comply with accounting standards in both letter and spirit and present a true and fair view of the affairs of the company.
A fundamental principle underlying financial reporting is that substance should prevail over form. A transaction may be supported by legal agreements, board approvals, shareholder approvals, valuation reports, or technical disclosures. However, if the accounting treatment does not appropriately reflect the underlying commercial reality, regulators may look beyond the legal structure of the transaction and examine its economic substance.
Equally important is the need for robust documentation and evidence. Significant accounting judgments, impairment assessments, classifications, estimates, and related-party transactions should be supported by objective evidence and sound commercial rationale. Effective internal financial controls and governance mechanisms play a critical role in ensuring the reliability and credibility of financial reporting.
The consequences of non-compliance may extend well beyond accounting restatements. Where financial statements or disclosures have the potential to mislead investors or distort the understanding of an entity’s financial position, companies and key managerial personnel may face regulatory action, substantial monetary penalties, reputational damage, and heightened regulatory scrutiny. Regulators have consistently emphasised that preserving market integrity and investor confidence remains a fundamental objective of securities laws.
Regulatory Illustration – SEBI Order in the Matter of a Listed Power Sector Company
The significance of the above principles can be understood from a recent SEBI order1 involving a listed company, where the regulator examined whether a series of transactions, though supported by legal documentation and approvals, faithfully reflected their underlying economic substance.
A major issue before SEBI related to the transfer of the company’s Operations and Maintenance Services (OMS) business to a wholly owned subsidiary for a consideration of approximately ₹2,000 crore. While the OMS business had a carrying value of only about ₹77 crore, the transaction resulted in the recognition of a profit of approximately ₹1,923 crore in the company’s financial statements.
SEBI observed that the transaction did not result in a corresponding transfer of economic benefits outside the group. A substantial portion of the consideration was not realised through independent cash inflows and was subsequently routed through loans and compulsorily convertible debentures between group entities. Thereafter, the company transferred its investment in the subsidiary to another wholly owned subsidiary and recognised an additional profit of approximately ₹830 crore. According to SEBI, the same underlying assets effectively remained within the group while substantial profits were recognised in the financial statements.
The regulator also examined a contingent liability of approximately USD 569.4 million (around ₹4,050 crore) arising from a Stand-by Letter of Credit issued in connection with borrowings of a subsidiary. SEBI was of the view that the accounting treatment and disclosures adopted by the company did not adequately reflect the extent of the financial exposure and associated risks.
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