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 AFTERSCHO☺OL's
AFTERSCHO☺OL's MATERIAL
MATERIAL 1
www.afterschoool.tk FOR PGPSE PARTICIPANTS
SEBI GUIDELINES
Dr. T.K. Jain.
AFTERSCHO☺OL
Centre for social entrepreneurship
Bikaner M: 9414430763
tkjainbkn@yahoo.co.in
www.afterschool.tk, www.afterschoool.tk
www.afterschoool.tk
02/03/09 AFTERSCHO☺OL's
AFTERSCHO☺OL's MATERIAL
MATERIAL 2
CLAUSE 49 - independent
directors
• There should be at least 50% independent
directors if Chairman is executive. In case
of non-executive Chairman, at least one-
third should be independent directors.
[The non-executive Chairman may or may
not be ‗independent director‘].
02/03/09 AFTERSCHO☺OL's MATERIAL 3

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.

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.

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.

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
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

Discussion by management (in
annual report)
• (a) Industry structure and development (b)
Opportunities and threats (c) Segment-
wise 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
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‘

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.
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)].

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

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

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).

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.
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)
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.

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
Book builder
• If the issue is made through the book-
building 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

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.
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).

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.

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

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

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


Sebi Guidelines

Hochgeladen von

Dokumentinformationen

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

Sebi Guidelines

Hochgeladen von

Copyright:

Verfügbare Formate

SEBI GUIDELINES

02/03/09 AFTERSCHO☺OL's MATERIAL 3

02/03/09 AFTERSCHO☺OL's MATERIAL 4

02/03/09 AFTERSCHO☺OL's MATERIAL 5

02/03/09 AFTERSCHO☺OL's MATERIAL 6

02/03/09 AFTERSCHO☺OL's MATERIAL 8

02/03/09 AFTERSCHO☺OL's MATERIAL 10

02/03/09 AFTERSCHO☺OL's MATERIAL 12

02/03/09 AFTERSCHO☺OL's MATERIAL 13

02/03/09 AFTERSCHO☺OL's MATERIAL 14

02/03/09 AFTERSCHO☺OL's MATERIAL 15

02/03/09 AFTERSCHO☺OL's MATERIAL 18

02/03/09 AFTERSCHO☺OL's MATERIAL 20

02/03/09 AFTERSCHO☺OL's MATERIAL 22

02/03/09 AFTERSCHO☺OL's MATERIAL 23

02/03/09 AFTERSCHO☺OL's MATERIAL 24

02/03/09 AFTERSCHO☺OL's MATERIAL 25

02/03/09 AFTERSCHO☺OL's MATERIAL 26

Das könnte Ihnen auch gefallen