Social Stock Exchange is a concept introduced by the government of India in 2022 through amendment in SEBI (ICDR) Regulation, 2018. The amended regulation is called Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022. Social Stock Exchange has been introduced to enable Social enterprises involved in charitable purposes, to raise capital in the form of debentures, equity or so while functioning like a mutual fund.
As per the National Stock Exchange (NSE), the objectives of social stock exchange are:
Regulated platform that brings together social enterprises and donors.
Facilitate funding and growth of social enterprises.
Enabling mechanism to ensure robust standards of social impact and financial reporting.
APPLICABILITY
A Non-Profit Organisation (NPO) seeking to get registered and/or raise funds through a social stock exchange.
A For Profit social enterprise (FPSE) seeking to be identified as a social enterprise under this regulation.
ACCESS
Only Institutional and Non-Institutional Investors.
WHO CAN BE A SOCIAL ENTERPRISE
Enterprise with Social Intent.
Indulged in one of the following activities:
Eradicating hunger, poverty, malnutrition and inequality.
Promoting healthcare, making available safe drinking water.
Promoting education, employability and livelihoods.
Promoting gender equality, empowerment of women, and LGBTQIA+ communities.
Ensuring environmental sustainability, addressing climate change including mitigation and adaptation, forest and wildlife conservation.
Protection of national heritage, art and culture.
Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic Sports.
Supporting incubators of Social Enterprises.
Supporting other platforms that strengthen the non-profit ecosystem in fundraising and capacity building.
Promoting livelihoods for rural and urban poor including enhancing income for small and marginal farmers and workers in the non-farm sectors.
Slum area development, affordable housing and other interventions to build sustainable and resilient cities.
Disaster management, including relief, rehabilitation and reconstruction activities.
Promotion of financial inclusion.
Facilitating access to land and property assets for disadvantaged communities.
Bridging the digital divide in the internet and mobile phone access, addressing issues of misinformation and data protection.
Targeting the underserved and less privileged population segments.
At least 67% of the activities as qualifying activities to target population through:
· => 67% of 3 year avg. revenue from eligible activities
· => 67% of 3 year avg. expenditure for providing eligible activities.
· => 67% of total customer base as members of target population.
Corporate foundations, political or religious organisations or activities, professional or trade associations, infrastructure and housing companies shall not be eligible as social enterprise.
RAISINING OF FUNDS
For Not for Profit Companies
Issuance of Zero Coupon Zero Principal Instruments to institutional and/or non-institutional investors.
Donation through mutual funds.
For Profit Social Enterprises
Issuance of equity shares on main board or SME board or Innovators growth platform or issued to AIF.
Issuance of Debt securities.
ZERO COUPON ZERO PRINCIPLE INSTRUMENTS (ZCZP)
ZCZP shall be issued only by an NPO
Which is registered on an SSE,
Shall have specific tenure,
Shall be without any coupon and
No principal amount shall be payable on maturity.
The NPO shall issue ZCZP only for a specific project or activity to be completed within a specific duration.
PROCEDURE TO ISSUE ZCZP (Public Issue)
File the Draft Fund Raising Document (DFRD) and seek in-principle approval for listing on SSE.
The DFRD shall be available on the website of SSE and NPO for at least 21 days.
The SSE shall provide its observation within 30 days.
The NPO shall incorporate the observation, if any, of the SSE and file Final Fund Raising Document.
The NPO can also privately issue ZCZP to Social Impact Fund(s) but the provisions of public issue shall apply mutatis mutandis.
OTHER CONDITIONS FOR ISSUE OF ZCZP
Shall be issue in Demat form only.
Minimum issue size = 1 crore.
Minimum application size = 2 lakhs
Minimum Subscription = 75% of the issue.
If under-subscription, then provide:
Manner of raising balance capital.
Possible impact on social objectives.
TERMINATION OF LISTING OF ZCZP FROM SSE The listing of ZCZP shall be terminated if:
The objects for which listing was done has been achieved.
The tenure to achieve the object has expired.
CONCLUSION
In conclusion, the social stock exchange has been introduced to enable the companies involved in charitable and social purposes for the welfare of people to have a cushion to raise funds if need be. This article encompasses all the necessary and important provisions related to the issuance and fund raising process by an NPO. National Stock Exchange has recently launched their SSE arm to allow compliance for this process.
Disclaimer: The information contained in this article is intended solely for the dissemination of information and does not aim at solicitation of work. Though meticulous care has been taken but the author assumes no liability in respect of any loss/ damage incurred while acting on the information provided in this article. The author can be reached at sanjeev@semantictaxgen.in and can be called at +91-9654831210.
