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Where Attention Goes, Investment Follows By: Seema Jhingan (Partner)

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Where Attention Goes, Investment Follows By: Seema Jhingan (Partner). Due Diligence Prior to Partnership. Choosing the Right Partner Brand Revenue Model Management Team Viability of existing business models Strategy for and commitment to growth Alignment of interests

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slide1

Where Attention Goes, Investment Follows

By: Seema Jhingan (Partner)

slide2

Due Diligence Prior to Partnership

  • Choosing the Right Partner
    • Brand
    • Revenue Model
    • Management Team
    • Viability of existing business models
    • Strategy for and commitment to growth
    • Alignment of interests
    • Competitive advantage
  • Purpose of Due Diligence
    • Identify and value assets and business model
    • Uncover hidden liabilities and risks
    • Determine level of corporate governance
slide3

Due Diligence Prior to Partnership

  • Aspects of Due Diligence
    • Organizational and operational matters
      • Capital & management structure
      • Board/General meetings
      • Corporate compliances/filings
    • Compliance with law including corporate, labour, taxation, education, charity
    • Standard contracts with services providers, employees, vendors
    • Internal policies, including HR policies, privacy policies, data protection
    • Ownership of/rights to use intellectual property
    • Title to/right to use immovable property including tenure in cases of lease
    • Litigation
slide4

Regulations and Legal Safeguards for a Growing Educational Enterprise

  • Applicable Charity Laws – K12 and Higher Education
    • Societies
      • Key Compliances under Societies Registration Act:
        • Annual reporting to the Registrar of Societies regarding holding of annual general meeting and details of governing body members
        • Filing accounts and statement of income/expenditure with the Income Tax authorities
        • In some states like Maharashtra, there is also a requirement of submission of audited accounts annually
slide5

Regulations and Legal Safeguards for a Growing Educational Enterprise

  • Applicable Charity Laws – K12 and Higher Education
    • Trusts
      • Key Compliances for a trust under a state legislation, for instance, the Bombay Public Trust Act, 1950:
        • Maintenance of register of movable and immovable properties of the public trust
        • Submitting of duly audited accounts to Charity Commissioner
        • Submitting a budget depicting probable receipts and disbursement of the trust to the Charity Commissioner
slide6

Regulations and Legal Safeguards for a Growing Educational Enterprise – K12

  • School education acts and rules passed by State Governments such as the Delhi School Education Act
    • Key Compliances under Delhi School Education Act:
      • Non diversion of funds
      • Creation and maintenance of reserve fund out of savings/surplus of at least 10% of the savings of the school
      • Filing statement of fees to be levied during the academic session
      • No charging of fees, contribution, etc., from students by the governing society/ trust
      • Filing annual audited financial and other prescribed returns
slide7

Regulations and Legal Safeguards for a Growing Educational Enterprise – K12

  • Affiliation bye-laws prescribed by education boards like ICSE, CBSE, IB, etc. such as CBSE Affiliation Bye-Laws
    • Key Compliances under CBSE Affiliation Bye-Laws:
      • Utilization of revenue only for expenses and expansion
      • Non diversion of funds to any individual in the governing body or management committee
      • Submission of audited accounts to CBSE every year
      • Non-transfer of assets and property of the school
slide8

Regulations and Legal Safeguards for a Growing Educational Enterprise – K12

  • The Right of Children to Free and Compulsory Education Act, 2009 and the Right of Children to Free and Compulsory Education Rules, 2010 (“RTE Law”)
    • Key Compliances under RTE Law:
      • Reservation of 25% seats in Class I for children belonging to weaker section and disadvantaged group
      • No capitation fee
      • No screening procedure when admitting a child
      • Equal treatment of students
      • Pupil-Teacher Ratio - For instance, there should be 60:2 ratio for Classes I to V
      • Maintenance of minimum infrastructure
slide9

Regulations and Legal Safeguards for a Growing Educational Enterprise - Higher Education

  • University Grants Commission through University Grants Commission Act, 1956, UGC (Maintenance and Establishment of Standards in Private Universities) Regulations, 2003 etc.
    • Key Compliances:
      • Operation of private universities to be confined to the boundary of the State concerned
      • Admission procedure has to be in accordance with the norms/guidelines prescribed by UGC and other concerned statutory bodies
      • Can fix own fees subject to approval of the State or Central level committee
      • No capitation fee
      • No profiteering
      • Fees fixed to remain binding for a period of three years
slide10

Regulations and Legal Safeguards for a Growing Educational Enterprise - Higher Education

  • State governments through Private Universities Act such as Haryana Private University Act, 2006, Himachal Pradesh Private University (Establishment and Regulation) Act, 2006 etc.
    • Key Compliances:
      • Must obtain accreditation
      • Admissions based on merits
      • Follow time period for declaration of results
      • Utilization of income from endowment fund (may be utilized for development of infrastructure of the university but not for meeting recurring expenditure)
slide11

Regulations and Legal Safeguards for a Growing Educational Enterprise - Higher Education

  • Regulatory bodies such as the All India Council for Technical Education, Medical Council of India, Bar Council of India, Dental Council of India, Indian Nursing Council, etc. through regulations such as All India Council for Technical Approval Process Handbook, 2010
    • Compliance with norms and standards relating to infrastructure, faculty-student ratio, maximum number of divisions and intake of students per shift
    • Approval for introduction of new courses
slide12

Regulations and Legal Safeguards for a Growing Educational Enterprise - General

  • Vocational Segment
    • Predominantly Unregulated
  • General
    • Service tax laws, Income Tax Laws, Sales tax laws, Corporate laws etc.
slide13

Legally Accepted Business Models for Growth

  • Management Services Arrangements
    • Revenue generation without significant investment
    • All services except for day to day operations and core management and academic functions may be outsourced
  • Brand Licensing
    • Revenue generation without significant investment
    • Ensure protection of brand & goodwill
    • Define scope of license, usage, concept, revenue flow,
    • Advertisement and enhancing brand image, standard of quality to be maintained by licensee
slide14

Legally Accepted Business Models for Growth

  • Franchising Arrangements
    • Revenue generation without significant investment
    • Seek appropriate representations and warranties from franchisee regarding compliance with law
    • Protecting revenue flow
    • Quality controls and checks
    • Non-compete
    • Scope of license, protection of the concept, image and IP rights
slide15

Legally Accepted Business Models for Growth

  • Joint collaboration such as with real estate developers and reputed intellectual property/pedagogy/content providers
    • Ensure infrastructural development
    • Continued responsibility of maintenance and repairs
    • Clarity on revenue sharing model
    • Continuity of relationship and limited grounds for termination
slide16

Legally Accepted Business Models for Growth

  • Partnering with foreign education providers
    • Prior approval of AICTE for technical education under the AICTE Regulations for Entry and Operation of Foreign Universities in India imparting Technical Education, 2005
    • Compliance with the Foreign Educational Institutions (Regulation of Entry and Operations) Bill once it becomes law for higher education institutes
slide17

Legally Accepted Business Models for Growth

  • Outsourcing of services to leverage established expertise
    • Helps leverage external expertise and maintain quality growth
    • K-12 – extra-curricular programs; teacher training, specialized content
    • Higher Education - teacher training; licensing of content and curriculum development services; license of branded trademarks and services marks
    • Vocational – seeking audio-video and multimedia content; course certification services, interactive computer aided learning
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C-10, Gulmohar Park

New Delhi – 110049

Tel: +91-11-41662861

Fax: +91-11-41662862

E-mail: [email protected]

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