TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022
X X X X Extracts X X X X
X X X X Extracts X X X X
....ore 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....erence for such Governing Council shall be specified by the Board from time to time. Eligibility 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... A Not for Profit Organization shall mandatorily seek registration with a Social Stock Exchange before it raises funds through a Social Stock Exchange: Provided that a Not for Profit Organization may choose to register on a Social Stock Exchange and not raise funds 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. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e Stock Exchange or the Board. Issuance of Zero Coupon Zero Principal Instruments 292I (1) Zero Coupon Zero Principal Instruments shall be issued only by a Not for Profit Organization registered on a Social Stock Exchange and shall have a specific tenure. (2) Zero Coupon Zero Principal Instruments shall be issued without any coupon and no principal amount shall 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 f....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd the final fund raising document shall contain disclosures as may be specified by the Board from time to time: Provided that the Social Stock Exchange may specify additional disclosures in respect of the draft fund raising document and the final fund raising document. Other conditions relating to issuance of Zero Coupon Zero Principal Instruments 292N (1) Zero Coupon Zero Principal Instruments shall be issued in dematerialized form only. (2) 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 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ts) (Second Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/08. (d) July 29, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/29. (e) September 23, 2019 by the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2019, vide notification No. SEBI/LAD-NRO/GN/2019/35. (f) December 6, 2019 by the Securities and Exchange Board of India (Issue of Capital 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 ....