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Social stock market: Sebi proposes a framework for the social stock market




New Delhi: Capital markets regulator Sebi released a detailed framework for the social stock exchange on Monday, specifying the minimum requirements for a non-profit organization (NPO) to register with the stock exchange and disclosure requirements. This came after the Securities and Exchange Board of India (Sebi) in July notified rules for the Social Stock Exchange (SSE) to provide social enterprises with an additional means of raising funds.

SSE is a new concept in India and such an exchange is intended to serve the private and non-profit sectors by channeling larger capital to them. The idea of ​​the SSE was first floated by Finance Minister Nirmala Sitharaman in her budget speech for the fiscal year 2019-20.

In its circular, the regulator specified the minimum requirements to be met by an NPO for registration with the SSE, the disclosure requirement for NPOs that raise funds through the issuance of zero principal zero coupon instruments and has implemented annual disclosure requirements that must be made by NPOs. on such exchanges.

Listed NPOs will be required to submit a statement of use of funds to SSE, as required by Sebi’s rules within 45 days of the end of the quarter.

In addition, Sebi required social enterprises raising funds using SSE to disclose the Annual Impact Report (AIR) within 90 days of the end of the fiscal year, capturing the qualitative and quantitative aspects of the social impact generated by the entity and, if applicable, the impact that is generated by the project or solution for which funds have been raised on SSE.

According to the rules, SSE will be a separate segment from the existing exchanges.

Social enterprises eligible to participate in the SSE will be entities – both NPOs and for-profit social enterprises – with social intent and impact as their primary objective.

Further, such intent should be demonstrated by its focus on eligible social goals for underserved or less privileged populations or regions.

Social enterprises will have to engage in one social activity among 16 major activities listed by the regulator. Eligible activities include the eradication of hunger, poverty, malnutrition and inequality; promote health care, support education, employability and livelihoods; empowerment of women and LGBTQIA+ communities for gender equality; and supporting social enterprise incubators.

Corporate foundations, political or religious organizations or activities, professional or business associations, infrastructure and housing companies, except affordable housing, will not qualify as a social enterprise.

Regarding the minimum requirements to be met by an NPO, Sebi said that the NPO must be registered as a charitable trust and must be registered for at least three years, must have spent at least Rs 50 lakh per year during of the past financial year and expected to have received funding of at least Rs 10 lakh in the past financial year.

Specifying the initial disclosure requirement for NPOs that raise funds through the issuance of zero coupon and zero principal instruments, Sebi said such entities must disclose their vision, disclose the target segment (those affected by the problem and how they are affected) and the approach to accomplish its planned activities; details of its governing body, composition, dates of board meetings held; and details of key management personnel.

In addition, NPOs must disclose financial statements for the past three years, details of past social impact and risks they see on their work and how they propose to mitigate them.

Regarding annual disclosure by NPOs on SSE that have raised funds through SSE or are registered with SSE, Sebi said that these NPOs will have to disclose the details of the top five donors or investors in terms of budget, scale of operations, including staff and volunteer strength, governance structure, financial statements, use of funds by program for the year and auditors report and details of auditors.




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