Sebi Guidelines

SEBI GUIDELINES AFTERSCHO☺OL – DEVELOPING CHANGE MAKERS CENTRE FOR SOCIAL ENTREPRENEURSHIP PGPSE PROGRAMME – World’ Most Comprehensive programme in social entrepreneurship & spiritual entrepreneurship OPEN FOR ALL FREE FOR ALL

www.afterschoool.tk 02/03/09 www.afterschoool.tk

AFTERSCHO☺OL's AFTERSCHO☺OL's MATERIAL MATERIAL FOR PGPSE PARTICIPANTS

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SEBI GUIDELINES Dr. T.K. Jain.

AFTERSCHO☺OL Centre for social entrepreneurship Bikaner M: 9414430763 [email protected] www.afterschool.tk, www.afterschoool.tk www.afterschoool.tk 02/03/09 www.afterschoool.tk

AFTERSCHO☺OL's AFTERSCHO☺OL's MATERIAL MATERIAL FOR PGPSE PARTICIPANTS

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CLAUSE 49 - independent directors • There should be at least 50% independent directors if Chairman is executive. In case of non-executive Chairman, at least onethird should be independent directors. [The non-executive Chairman may or may not be ‗independent director‘].

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Who is independent director? • 'Independent director' means a non-executive director who - (a) apart from receiving director's remuneration, does not have any other material pecuniary relationship or transactions with company, its promoters, its directors, its senior management or its holding company, subsidiaries and associates, which may affect independence of the director. Senior management means members of management of one or more related companies. Key suppliers, Important shareholders etc. are also not independent directors. 02/03/09 www.afterschoool.tk

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Disclosures by non-executive directors • – Non-executive directors are required to disclose their shareholding (own or held on a beneficial basis) before being appointed as director. These details should be disclosed in the notice to general meeting called for appointment of such director.

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Code of Conduct for directors and senior managers • Board of a company shall lay down the code of conduct for all Board members and senior management of a company. This code of conduct shall be posted on the website of the company. All Board members and senior management personnel shall affirm compliance with the code on an annual basis. The annual report of the company shall contain a declaration to this effect signed by the CEO. 02/03/09 www.afterschoool.tk

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Restrictions on Committee membership • A person shall not be member of more than 10 committees of Board. He shall not be Chairman of more than five committees across all companies in which he is director. Every director must inform the company about committee positions he occupies in other companies annually, and notify changes as and when they take place. - - For purpose of considering the limit of committees on which a director can serve, all listed and unlisted public companies will be included, but other companies (private companies, foreign companies, section 25 companies) will be excluded. Further, only two committees i.e. Audit committee and Shareholders‘ Grievance Committee shall be considered for purpose of the limit, i.e. membership of other committees will not be considered 02/03/09 www.afterschoool.tk

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Remuneration of Directors • All pecuniary relationship or transactions of the non-executive director‘s vis-à-vis the company shall be disclosed in the Annual Report. Disclosure about remuneration giving prescribed details should be made in section on Corporate Governance

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Discussion by management (in annual report) • (a) Industry structure and development (b) Opportunities and threats (c) Segmentwise or product wise performance (d) Outlook (e) Risks and concerns (f) Internal control systems and their adequacy (g) Discussion on financial performance with respect to operational performance (h) Material developments in human resources / industrial relations 02/03/09 www.afterschoool.tk

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Shareholders / investors grievance Committee • A Board committee under Chairmanship of a non-executive director should be formed to look into redressing of shareholders and investors complaints like transfer of shares, non-receipt of balance sheet / dividend etc. This Committee shall be designated as ‗Shareholders/Investors Grievance Committee‘ 02/03/09 www.afterschoool.tk

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Certificate by CEO / CFO • CEO / CFO of the company shall certify to Board that, they have reviewed the financial statements and the cash flow statements and to the best of their knowledge and belief these statements are true, there were not fraudulent or illegal transactions, they accept responsibility of internal control for the purpose for financial reporting, they have indicated to auditors and audit committee significant changes and instances of fraud etc. 02/03/09 www.afterschoool.tk

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Copies of annual accounts etc. to be sent to stock exchange • Six copies of annual accounts, notice of meeting, directors report, etc. will be submitted to stock exchange. [Clause 31(a)] Copies of all notices of meetings convened u/s 391 or 394, together with annexures shall be sent to stock exchange [clause 31(c)].

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EDI to SEBI • Company will provide following information and reports on EDIFAR (Electronic Data Information Filing and Retrieval] website maintained by National Informatics Centre (NIC), in such manner and format as may be prescribed by SEBI [clause 51] - * Full version of annual report * Corporate Governance Report * Shareholding pattern statement * Statement of actions taken against company by any regulating agency * Such other statement as may be specified by SEBI from time to time. Company will appoint a compliance officer for this purpos 02/03/09 www.afterschoool.tk

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Quarterly Compliance report about Corporate Governance to stock exchange • The company is required to submit a quarterly compliance report to the stock exchanges within 15 days from the close of quarter, in respect of corporate governance

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How can you issue shares? • (a) Conventional mode of obtaining applications through bankers and making allotment i.e. fixed price offer. • (b) Book building [partly or fully] This is presently most popular method. Here price is assessed on the basis of bids obtained. • (c) Issue through Qualified Institutional Buyers by existing listed companies under ‗Qualified Institutions Placement‘. • (d) On line system of stock exchange (e-IPO). 02/03/09 www.afterschoool.tk

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Who can make public issue? • The company should have net tangible assets of at least Rs. 3 crore in each of the preceding 3 full years (of 12 months each), of which not more than 50% is held in monetary assets. If more than 50% of the net tangible assets are held in monetary assets, the company should have made firm commitments to deploy such excess monetary assets in its business/project. 02/03/09 AFTERSCHO☺OL's MATERIAL 16 www.afterschoool.tk

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Who may make public issue… • The company should have a track record of distributable profits in terms of section 205 of the Companies Act, 1956, for at least three out of immediately preceding five years. - - Extra ordinary items shall not be considered for calculating distributable profits in terms of Section 205 of Companies Act, 1956. The company should have a net worth of at least Rs. 1 crore in each of the preceding 3 full years (of 12 months each) 02/03/09 www.afterschoool.tk

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If name is changed… • If the company has changed its name within the last one year, at least 50% of the revenue for the preceding 1 full year is earned by the company from the activity suggested by the new name.

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Company with no – track record • - Companies which do not fulfil the requirements of net worth, profitability, issue size etc. as specified in clause 2.2.1 of SEBI guidelines (as explained above), can make IPO (of equity shares or any other security which may be converted into or exchanged with equity shares at a later date) either through book building process or project appraisal method.]. The company must have post issue capital of Rs ten crores or should have arrangement of market maker‘ for at least two years 02/03/09 www.afterschoool.tk

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Book builder • If the issue is made through the bookbuilding process, at least 50% of net offer to public must be allotted to the Qualified Institutional Buyers (QIBs). Otherwise, the full subscription monies shall be refunded. - - The intention (or hope) is that QIBs are informed and trained investors

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About AFTERSCHO☺OL • PGPSE - World’s most comprehensive programme on social entrepreneurship – after class 12th • Flexible – fast changing to meet the requirements • Admission open throughout the year • Complete support from beginning to the end – from idea generation to making the project viable. 02/03/09 www.afterschoool.tk

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Branches of AFTERSCHO☺OL • PGPSE programme is open all over the world as free online programme. • Those who complete PSPSE have the freedom to start branches of AFTERSCHO☺OL • A few branches have already started one such branch is at KOTA (Rajasthan).

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Workshop on social entrepreneurship • We conduct workshop on social entrepreneurship – all over India and out of India also - in school, college, club, association or any such place - just send us a call and we will come to conduct the workshop on social entrepreeurship. • These workshops are great moments of learning, sharing, and commitments. 02/03/09 www.afterschoool.tk

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FREE ONLINE PROGRAMME • AFTERSCHO☺OL is absolutely free programme available online – any person can join it. The programme has four components : • 1. case studies – writing and analysing – using latest tools of management • 2. articles / reports writing & presentation of them in conferences / seminars • 3. Study material / books / ebooks / audio / audio visual material to support the study • 4. business plan preparation and presentations of those plans in conferences / seminars 02/03/09 www.afterschoool.tk

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100% placement / entrepreneurship • AFTERSCHO☺OL has the record of 100% placement / entrepreneurship till date • Be assured of a bright career – if you join AFTERSCHO☺OL

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Pursue professional courses along with PGPSE • AFTERSCHO☺OL permits you to pursue distance education based professional / vocational courses and gives you support for that also. Many students are doing CA / CS/ ICWA / CMA / FRM / CFP / CFA and other courses along with PGPSE. • Come and join AFTERSCHO☺OL

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