Social Stock Exchange is an offering by NSE and BSE which is regulated by SEBI. SSE is a platform that enables non-profit organizations (NPOs) and social enterprises to raise capital using various instruments such as Zero-Coupon Zero-Principle Bonds (ZCZP Bonds), Development Impact Bonds (DIBs) etc, through the public market. This initiative aims to provide social enterprises with greater visibility, access to funding, thereby amplifying their impact on the society. 

In our previous blog, we discussed Social Stock Exchange (SSE) and its eligibility criteria. In this blog, we will dive into the detailed process of registering on the SSE.  In this comprehensive guide, we will walk you through each step to ensure your organization is well-prepared for a successful application. Let us start by understanding the benefits of getting registered on the SSE.

Benefits of Registering on the SSE

Registering on the SSE offers the following three strategic benefits for social enterprises: 

  • Increased Funding Opportunities: By listing on the SSE, social enterprises can reach out to a broader investor base, which includes individuals and institutions interested in social impact. 
  • Enhanced Credibility: Being listed on a regulated exchange adds a layer of credibility and trust, making it increasingly easier for social enterprises to attract donors and investors. 
  • Transparency and Accountability: As the listing process requires thorough documentation and audits, it completely ensures that the listed SE maintains high standards of transparency and accountability. 

Application Submission

To get listed on the SSE, NPOs are required to register on the platform first. This is not the case for for-profit social  enterprises that are already registered with the Ministry of Corporate Affairs. NPOs can choose to register either on the NSE/SSE or BSE/SSE. The process to get registered on either of these is the same, however, the cost to get registered differs.

Let us now take a look at how NPOs can register on the SSE platform. 

Check Eligibility

Before you begin the application process, you must ensure that your organization meets the eligibility criteria. Visit SSE India Eligibility to verify if your organization meets the eligibility criteria. The criteria typically include requirements related to the type of organization, its registration status, its operational history, etc. 

Prepare Initial Documents

Once you have confirmed eligibility for SSE NPO registration, the next step is to prepare the necessary documents. This is a crucial part of the application process and having all the required documents will smoothen your application journey.

1. Application Form: Complete the application form as per Annexure-I.
Annexures I-IV and other documents can be downloaded from the NSE website. 

2. Registration Certificate: Your NPO must be registered under one of the following: 

  • Charitable trust registered under the public trust statute of the relevant state 
  • Charitable trust registered under the Societies Registration Act, 1860 
  • Charitable trust registered under the Indian Trusts Act, 1882 
  • Company incorporated under Section 8 of the Companies Act, 2013 

Note: The registration certificate must be valid for at least the next 12 months from the date of application. Also, the NPO must have been registered for at least three years before the application date. 

3. Governing Documents: The governing document of the NPO includes documents such as the Memorandum of Association, Articles of Association, Trust Deed, Bylaws, or Constitution, as applicable. 

4. Tax Registration Certificate: This is the registration certificate under Section 12A/12AA/12AB of the Income Tax Act, 1961. This certificate should be valid for at least the next 12 months. 

5. 80G Registration: A valid 80G registration under the Income Tax Act, 1961 is also required. 

6. Financial Statements: Submit the last three financial years’ audited financial statements, along with a fund flow statement. For Section 8 Companies, annual reports for the last three years are also required. 

7. Governing Body Resolution: Provide a resolution from the governing body of the NPO for registration on the Social Stock Exchange. 

8. Confirmations: Include confirmations from the NPO (as per Annexure-II) and from the Social Auditor/Statutory Auditor (as per Annexure-III). 

9. Income Tax Registration: Depending on the type of organization, submit the following: 

  • For Section 8 companies: 
    • Names and PANs of promoters and promoter groups 
    • Names and PANs of directors 
    • Names and PANs of companies or social enterprises where promoters or directors are involved 
  • For other organizations:  
    • Names and PANs of trustees or governing body members 
    • Names and PANs of companies or social enterprises where trustees or governing body members are involved.

10.Registration Agreement: Complete the registration agreement as per Annexure-IV.

Registration Application

Once, you have prepared the comprehensive list of documents, to register your organization, visit the NSE Electronic Application Processing System and follow the following steps: 

  1. Create an Account: Select a username, security question, and hint answer. 
  2. Enter Organization Details: Fill in the relevant details about your organization. 
  3. Provide Contact Information: Fill in the details of the contact person of your organization. 

Once you have completed these steps, continue to click on ‘Register’. You will receive a confirmation message and the SSE will contact you soon with further instructions regarding your application. If required, the SSE might also seek more clarifications or even schedule site visits to confirm the authenticity of the applicant. 

Post-Registration Steps

After successfully registering on the SSE, there are additional steps to ensure your organization remains compliant and can fully benefit from being registered. 

The registration on the SSE is valid only for a year. In order to renew your registration, your organization must remain compliant with the SSE’s requirements throughout the registration period. This involves submitting regular disclosures as per the SSE guidelines and maintaining high transparency in your operations. 

To maintain compliance, registered NPOs are required to provide two types of disclosures: Annual Disclosures and the Annual Impact Report (AIR). 

Annual Disclosures 

Annual Disclosures cover general, governance and financial aspects of the organization and must be submitted within 60 days from the end of the financial year. 

1. General Aspects 

  1. Organization Name: Report both the registered name and any popular names used. 
  2. Headquarters & Operations Location: Specify the registered address and administrative center, along with any other significant locations of operations. 
  3. Vision/Mission/Purpose: Explain your organization’s reason for existence i.e purpose, mission, and vision. 
  4. Organizational Goals: Describe your organization’s overall objectives and its activities, including any products or services provided. 
  5. Outreach: Mention the type and number of beneficiaries/stakeholders reached through your organization’s work. 
  6. Scale of Operations: Elaborately detail the scale of your organization’s operations. This will include net turnover, number of beneficiaries, locations, employees, and volunteers. 
  7. Top Donors or Investors: List the top 5 donors or investors. 
  8. Top Programs: Describe the top 5 activities/interventions/programs/projects (budget-wise). 

2. Governance Aspects 

  1. Ownership & Legal Form: Explain the nature of ownership and legal form. 
  2. Governance Structure: Mention the details about the governance body, committees, and organizational hierarchy. 
  3. Governing Body Members: Provide the names of governing body members and their roles. 
  4. Key Executives: Highlight the key executive positions and their roles. 
  5. Meetings & Attendance: Report the number of meetings held by the governing body and their attendance. 
  6. Risk & Mitigation Plans: Describe any potential risks and their mitigation plans. 
  7. Related Party Transactions: Disclose all related party transactions. 
  8. Ethics & Conflict of Interest: Explain mechanisms for addressing ethical concerns and conflicts of interest. 
  9. Remuneration Policies: Report remuneration policies for the governing body and senior executives. 
  10. Stakeholder Grievance Redressal: Describe the grievance redressal process and number of grievances received and resolved. 
  11. Compliance Management: Explain how the organization manages regulatory and legal compliance. 
  12. Registration Documents: Include relevant registration certificates and licenses. 

3. Financial Aspects: 

  1. Financial Statements: Provide the balance sheet, income statement, cashflow statement and program-wise fund utilization certificate. 
  2. Auditor’s Report: Include a CA audited report and details of the auditors. 

Annual Impact Report (AIR)

The AIR captures the qualitative and quantitative aspects of the social impact generated by the organization and must be submitted within 90 days from the end of the financial year. 

AIR Requirements 

  1. Strategic Intent & Planning: Describe the social or environmental challenge addressed, target segment, and outcomes. 
  2. Approach: Explain the baseline status, past performance trend, implementation plan, and stakeholder feedback. 
  3. Impact Score Card: Elaborately detail the metrics monitored by your organization, narrative of the impact, and beneficiary validation. 

The AIR must be audited by Social Auditors, and the SEs must disclose the report of the Social Auditor along with the AIR. 

Conclusion

This sums up our guide on how NPOs can register and list on the Social Stock Exchange (SSE). Since its inception in 2022, 59 NPOs have registered on the SSE, and 7 NPOs have raised more than INR 10 crores by listing ZCZP bonds and other instruments on the SSE platform. Just like them, your organization too can immensely benefit from registering and listing on the SSE. It will not only provide access to funding but also enhance your credibility and impact. By following the steps, we have highlighted in this blog and ensuring thorough preparation, you can easily complete the registration process without hassle. 

Why Choose InCorp Advisory?

InCorp houses subject matter experts spanning Chartered Accountants and Social Impact Assessors. If you have any questions or need more assistance regarding the SSE registration process for NPOS, please feel free to contact us. Our experts will happily answer all your queries. To learn more about services, you can write to us at info@incorpadvisory.in or reach out to us at (+91) 77380 66622.

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