The Securities and Exchange Board of India on 25th July 2022, has published the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2022 through which it has inserted “Zero Coupon Zero Principal Instruments” in the definition of Securities and notified a new chapter IX-A which deals with obligations of social enterprises.
The provisions of this Chapter IX-A shall apply to “For Profit Social Enterprise” whose designated securities are listed on the applicable segment of the Stock Exchange(s) and “Not for Profit Organizations” that is registered on the Social Stock Exchange(s).
The newly inserted Regulation 91B, 91C, 91D, 91E and 91F in Chapter IX-A provides for disclosures to be made by these Social Enterprises to the Stock Exchange(s). The disclosure requirement as provided in Chapter IX-A is as Under:
| Regulation Ref | Who should disclosure | What should be disclosed |
| Regulation 91B | Disclosures by a For Profit Social Enterprise. | Disclosure requirements mentioned in SEBI LODR regulations as would apply to issuers whose specified securities are listed on the Main Board or the SME Exchange or the Innovators Growth Platform, as the case may be |
| Regulation 91C | Disclosures by a Not for Profit Organization. | Annual disclosures shall be made to the Social Stock Exchange(s) on matters specified by SEBI, within 60 days from the end of the financial year or such other time specified by SEBI |
| Regulation 91D | Disclosure by Social Enterprise (applicable to For Profit Social Enterprise and Not for profit Organizations) | 1. Shall frame a materiality policy for making intimation and disclosures to Stock Exchanges 2. A Key Managerial Personnel shall be identified for determining materiality and his contact details shall be disclosed to the Stock Exchange 3. Disclosure of events which affect the achievement of planned outcomes shall be made not later than 7 days 4. Disclosure concerning such events shall be placed on the website of the Social Enterprise |
| Regulation 91E | Disclosures by a Social Enterprise in respect of social impact | A Social Enterprise, which is either registered with or has raised funds through a Social Stock Exchange shall furnish an annual impact report to the Social Stock Exchange in the prescribed format. The annual impact report shall be audited by a Social Audit Firm employing Social Auditor. |
| Regulation 91F | Statement of utilisation of funds | A listed Not for Profit Organization shall submit on a Quarterly basis to the Social Stock Exchange(s) a statement regarding utilization of funds raised till the time the issue proceeds have been fully utilised or the purpose for which they were raised, has been achieved |
