TMI BlogFramework on Social Stock Exchange (“SSE”)X X X X Extracts X X X X X X X X Extracts X X X X ..... egistration with SSE in terms of Regulation 292F of the ICDR Regulations A NPO desirous of registration on SSE, in terms of Regulation 292F(1) of ICDR Regulations , shall fulfil the following criteria: Broad Parameter Indicator Details Legal Requirements Entity is registered as an NPO Registration certificate valid at least for next 12 months at the time of seeking registration with SSE Entities must be registered in India as one of the below: a. a charitable trust registered under the public trust statue of the relevant state; b. a charitable trust registered under the Societies Registration Act, 1860 c. a charitable trust registered under the Indian Trusts Act, 1882 d. a company incorporated under section 8 of the Companies Act, 2013 Ownership and control Governing document (MoA AoA/ Trust Deed/ Bye-laws/ Constitution) Disclose if NPO is owned and/or controlled by government or private Exemp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... accomplishing vision should take into account capabilities and learning from challenges. d. Governance Organisation has a governing body and details of its governing body, composition, dates of board meetings held (key items covered). e. Management Details of key managerial staff such as those in charge of Programmes, Fundraising, Marketing, Communication, Finance, HR. Organisation discloses whether it provides letters to staff and volunteers defining roles and responsibilities, has a periodic performance appraisal process etc. f. Operations The organisation has a physical existence, is operational and shares its address for visits. g. Finance Disclosure of financial statements for last three Financial Years in accordance with guidelines for NPOs issued by Institute of Chartered Accountants of India (ICAI). h. Compliance Organisation makes available, annual accounts duly audited for the latest three financial years and there are no material qualifications or material irregularities reported by its auditor. Compliances w.r.t. Income Tax, notices received etc. i. Credibility Documents such as Registration, Trust Deed/ MoA and AoA, Addre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licenses and certifications ( 12A , 80G , FCRA, GST, etc.) (3) Disclosures on Financial aspects: i. Financial Statement (Balance Sheet, Income statement and Cash Statement). Also program wise fund utilization for the year ii. Auditors report and auditor details (4) A guidance note in respect of the above aspects in provided at Annexure I. (5) SSE may specify additional parameters that may be required to be disclosed by NPO on annual basis. D. Disclosure of Annual Impact Report by all Social Enterprises which have registered or raised funds using SSE in terms of Regulation 91E of the LODR Regulations (1) All Social Enterprises (SEs) will have to provide duly audited Annual Impact Report (AIR) to SSE within 90 days from the end of Financial Year. (2) The AIR shall capture the qualitative and quantitative aspects of the social impact generated by the entity and where applicable, the impact that is generated by the project or solution for which funds have been raised on SSE. (3) In case an NPO is only registered without listing any security, the AIR must cover the NPO s significant activities, intervention, programs or projects during the year and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ameters that may be required to be disclosed by SE in its AIR. (8) The AIR shall be audited by Social Auditors and the SEs shall disclose the report of the Social Auditor along with AIR E. Statement of utilisation of funds in terms of 91F of the LODR Regulations Listed NPO shall submit statement of utilisation of funds to SSE, as mandated under Regulation 91F of the LODR Regulations , within 45 days from the end of quarter. 2. This circular is issued in exercise of powers conferred by Section 11(1) of the Securities and Exchange Board of India Act, 1992 , to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and shall come into effect immediately. 3. A copy of this circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework/Circulars . Yours faithfully, Yogita Jadhav General Manager Corporation Finance Department +91 22 2644 9583 Email - yogitag@sebi.gov.in Annexure I: Guidance notes for listed/registered NPOs on disclosures of general, governance and financial aspects General disclosures 1. Name of the organ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... takeholders. 7. Top donors or investors of organisation - List of Top 5 donors or investors (budget wise) Sl. No. Donor or Investor Geography Total program cost (INR) Expenditure in current year (INR) Cumulative expenditure (INR) Total outreach (Direct, Indirect, Institutional) SDG goal or target Alignment with national/ state schemes or priority 1 2 8. Details of top 5 programs in disclosure period - List of Top 5 activities/intervention/programs/project (budget wise) Sl. No. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... addressing the same for organization and proposed solution/activity/intervention/programs or project. 7. Reporting of related party transactions The organization shall disclose all related party transactions entered by it and reasons for the same. 8. Mechanisms for advice and concerns about ethics, along with conflict of interest and communication of other critical concerns: A description of the organizations internal and external mechanisms for seeking inputs about ethical and lawful behavior and organisations integrity. It will also include the identification of who in the organization is assigned the responsibility for this mechanism. The concerns related to any conflict of interest and other concerns raised by the mechanism above shall be disclosed along with the actions the organization has taken. 9. Remuneration policies: Remuneration policies for the governing body and the senior executive of the organization shall be reported. This shall include all kinds of fixed pay, variable pay and performance linked payments. It can also include any termination payments and claw backs. It is also important to bring out how performance of the organization is linked to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f target groups. Include the organization s internal definition of target segments it seeks to serve, usually along one or more of the three dimensions namely, Income (driven by socio-demographic and/or behavioural characteristics) Geography (ecosystem or geographic characteristics driven by population density (urban/rural), administrative boundaries, terrain etc); and Thematic issue (gender, caste, community that places the target segment at a disadvantage that has economic and non-economic consequences) Where the target segment is a specific geographic region in its entirety, state so. Thematic issues could be one or more of the following: Conservation of Resources, Generation via renewable resources, Reduction in waste, Conservation (say of land, wildlife, historical monuments, etc), Reduction in toxic substances. Also, bring out possible deviations that might have occurred in the reporting period. 4. What will be the outcomes of the solution/program? Coverage should include positive and potential unintended negative outcomes. Describe the Theory of change / logic model framework (defining input, output(s), outcome(s)) for the solution proposed. Whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eing mitigated? Mention the key potential risks pertaining to the organization or the specific instrument that could hamper/hinder the achievements of desired intended outcomes in last year and the steps or strategies taken by organization to mitigate the same. Impact Scorecard 1. What are the metrices monitored and what has been the trend? The trend in performance shall be explained through the trend of the data across the output, outcome and impact metrices that are established by the organization. The metrices will capture the reach of the activity, intervention, program or project as well as level of inclusiveness of impact being generated (direct, indirect, extended). This shall help evaluate the delta change that has occurred in lives of various target stakeholders (including environment) due to the solution. The metrices monitored shall target to cover the reach, depth and inclusion. Reach - Outreach metrics for target segment(s) served: Proportion of target segment(s) who have been reached in the reporting period Proportion of target segment(s) who accepted the organization`s solution What part of the planned activity, intervention, program or ..... X X X X Extracts X X X X X X X X Extracts X X X X
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