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TMI BlogSecurities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022X X X X Extracts X X X X X X X X Extracts X X X X ..... apter X and before Chapter XI, the following Chapter X-A shall be inserted namely,- CHAPTER X-A SOCIAL STOCK EXCHANGE Definitions. 292A In this Chapter, unless the context otherwise requires,- (a) draft fund raising document means the draft fund raising document filed with a Social Stock Exchange in relation to a public issue of Zero Coupon Zero Principal Instruments by a Not for Profit Organization registered with the Social Stock Exchange; (b) final fund raising document means the final fund raising document filed with the Social Stock Exchange pursuant to incorporation of observations issued in respect of the draft fund raising document by the Social Stock Exchange; (c) For Profit Social Enterprise means a company or a body corporate operating for profit, which is a Social Enterprise for the purposes of these regulations and does not include a company incorporated under section 8 of the Companies Act, 2013 (18 of 2013); (d) fund raising document means the draft fund raising document and the final fund raising document; (e) Not for Profit Organization means a Social Enterprise which is any of the following entities: (i) a char ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ity conditions for being identified as a Social Enterprise. 292E (1) For the purposes of these regulations, a Not for Profit Organization or a For Profit Social Enterprise, to be identified as a Social Enterprise, shall establish primacy of its social intent. (2) In order to establish the primacy of its social intent, such Social Enterprise shall meet the following eligibility criteria:- (a) the Social Enterprise shall be indulged in at least one of the following activities: (i) eradicating hunger, poverty, malnutrition and inequality; (ii) promoting health care including mental healthcare, sanitation and making available safe drinking water; (iii) promoting education, employability and livelihoods; (iv) promoting gender equality, empowerment of women and LGBTQIA+ communities; (v) ensuring environmental sustainability, addressing climate change including mitigation and adaptation, forest and wildlife conservation; (vi) protection of national heritage, art and culture; (vii) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports; (viii) supporting incubators of Social Enterprises; (ix) supporting oth ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nds through it. (2) The minimum requirements for registration of a Not for Profit Organization on a Social Stock Exchange shall be specified by the Board from time to time. (3) The Social Stock Exchange may specify the eligibility requirements for registration of a Not for Profit Organization in addition to the minimum requirements specified by the Board. Fund raising by Social Enterprises. 292G A Social Enterprise may raise funds through following means:- (a) a Not for Profit Organization may raise funds on a Social Stock Exchange through: (i) issuance of Zero Coupon Zero Principal Instruments to institutional investors and/or non-institutional investors in accordance with the applicable provisions of this Chapter; (ii) donations through Mutual Fund schemes as specified by the Board; (iii) any other means as specified by the Board from time to time. (b) A For Profit Social Enterprise may raise funds through: (i) issuance of equity shares on the main board, SME platform or innovators growth platform or equity shares issued to an Alternative Investment Fund including a Social Impact Fund; (ii) issuance of debt securities; (iii) any other means a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be payable on its maturity. Eligibility for issuance of Zero Coupon Zero Principal Instruments. 292J (1) A Social Enterprise which is a Not for Profit Organization registered with a Social Stock Exchange may make an issue of Zero Coupon Zero Principal Instruments and list them on such Social Stock Exchange. (2) The Not for Profit Organization may issue Zero Coupon Zero Principal Instruments only for a specific project or activity to be completed within a duration specified in the fund raising document: Provided that the specific project or activity falls under the list of eligible activities specified under regulation 292E of these regulations Procedure for public issuance of Zero Coupon Zero Principal Instruments by a Not for Profit Organization 292K (1) A Not for Profit Organization shall file the draft fund raising document with the Social Stock Exchange where it is registered along with the fees as specified by the Social Stock Exchange and an application seeking in-principle approval for listing of its Zero Coupon Zero Principal Instruments on the Social Stock Exchange: Provided that Social Stock Exchange shall specify the details to be incorporated in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) The minimum issue size shall be rupees one crore. (3) The minimum application size shall be rupees two lakhs. (4) The minimum subscription required to be achieved shall be 75% of the funds proposed to be raised through issuance of Zero Coupon Zero Principal Instruments. (5) In case of any under subscription, the Not for Profit Organization shall, in the fund raising document, provide details on the following: (a) manner of raising balance capital in case of such under subscription between 75% and 100%; (b) possible impact on achieving the social objective(s) in case such under subscription is not arranged: Provided that the funds shall be refunded in case the subscription is less than 75% of the issue size (6) The Social Stock Exchange shall maintain the details of the allotment pursuant to issuance of Zero Coupon Zero Principal Instruments by a Not for Profit Organization. (7) The Social Stock Exchange shall specify the additional norms in respect of issue procedure including on agreements with depositories, banks, etc., ASBA related matters, duration for public issuance, allocation methodology and any other ancillary matter related to issue procedure. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l and Disclosure Requirements) (Fifth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/42. (g) December 26, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Sixth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/47. (h) January 1, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Seventh Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2020/01. (i) April 17, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide notification No. SEBI/LAD-NRO/GN/2020/10. (j) May 8, 2020 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/11. (k) June 16, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2020, vide notification No. SEBI/LAD-NRO/GN/2020/17. (l) June 22, 2020 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Second Amendment) Regulations, 2020, vide notif ..... X X X X Extracts X X X X X X X X Extracts X X X X
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