Listing process of ZCZP on SSE

Listing Process of ZCZP

1. NPO desirous of listing its instruments/securities has to submit a listing agreement duly executed along with the application for listing of securities on the Exchange (BSE/NSE). (pdf (nseindia.com)
2. Arrangement for dematerialization of the ZCZPs in accordance with the Depositories Act, 1996 and to ensure that such ZCZPs are admitted on at least one of the depositories.
3. Appointment of Registrar to the Issue registered with SEBI.
4. Appointment of consultants/advisors (optional to appoint) in relation to an issue of ZCZP Instruments and if appointed, it should be disclosed in the fund-raising document.
5. Filing of draft fundraising document with the Social Stock Exchange where it is registered (BSE/NSE) along with the fees as specified by the Social Stock Exchange. This document is valid for a period of 6 months.
6. The Social Stock Exchange shall make a draft fundraising document available on its website for at least 21 days for public comments.
7. Social Stock Exchange may seek clarification from Not-for-Profit Organization if required.
8. Within 30 days from the filing of the draft fund-raising document or receipt of clarifications, if any, sought by the Social Stock Exchange from a NPO, whichever is earlier, the Social Stock Exchange shall provide its observation on the draft fund-raising document to the Not-for-Profit Organization.
9. Final fund-raising document is filed after incorporating observations made by the SSE. The offer for public issue of ZCZP shall be kept open for minimum 3 days and maximum 10 days.
10. The ZCZP is offered on the face value as disclosed in the fundraising document.
11. The same procedure is to be followed for private issuance of Zero Coupon Zero Principal Instruments to the extent applicable. (to be update )
12. The minimum issue size for the issue of ZCZP Instruments shall be Rs 1 crore.
13. The minimum application size should be Rs 2 lakhs and only institutional and non-institutional investors are allowed to invest in ZCZP of NPO.
14. Minimum subscription is 75% of the funds to be raised through issuance of ZCZPs.
15. The listing of ZCZPs should be completed within T+10 trading days (T being the issue closure date).
16. The listed ZCZPs of NPOs shall not be made available for trading in the secondary market.

NSE SSE Listing Check List for listing of instruments

• Draft Fundraising Document: As per SEBI and Exchange Requirements.
• Issuer Confirmation: Draft fundraising document filed with SSE is in compliance with Regulation 292K of SEBI.
• Eligibility Confirmation: Confirmation from the issuer &/or Social Auditor/Statutory Auditor confirming eligibility of Issuer to be an NPO and issue ZCZP as per Chapter X-A of SEBI.
• Issue Compliance Confirmation: Confirmation from issuer ensuring compliance with Regulation 292N of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and Exchange requirements.
• Legal Compliance Confirmation: Issuer’s compliance with applicable laws related to donors/donations (e.g., Prevention of Money Laundering Act, 2002, Foreign Account Tax Compliance Act).
• Issuer & RTA Confirmation:
  • Any Public comments on draft offer document would be suitably addressed before filing final offer document or no public comments have been received on draft offer document.
• Processing Fees: If applicable.

Stage 1 Documents:

• Meeting Minutes: Between Registrar and NPO, with reasons for exception to rejection cases.
• Fundraising Document: As per SEBI.
• ZCZP Allocation Statement: Computation of quantum available for Institutional and Non-Institutional Bidders, with a category-wise breakup of applications received, allotted, and rejected on technical grounds.
• Proposed Basis of Allotment: Copy.
• **Minimum Subscription Declaration from NPO, as per Regulation 292N of SEBI.
• Injunction/Prohibition Declaration: From NPO confirming no injunction/prohibition order from a competent court on the issue or any part thereof.
• Material Contracts and Documents: Certified true copies of all contracts and documents mentioned in the fundraising document, with details and parties involved.
• Basis of Allotment: Signed copy.
• Updated Fundraising Document: As per SEBI Circular and amendments.

Stage II Documents:

• Listing Application: Submission.
• Listing Agreement: Duly executed on non-judicial stamp paper (for new NPOs).
• Annexure I Confirmation: From NPO.
• Governing Body Resolution: Certified true copy specifying the total number of securities allotted/allocated.
• ISIN Activation Letters: From both depositories.
• Trust Deed: Submission.
• Registrar Confirmation: Regarding allotment of securities and refund completion.
• Completion Confirmation: Confirmation from the Registrar regarding the allotment of securities, refunds made and completion of all formalities except for demat credit.
• List of Allottees: Including number of ZCZP applied, amount paid, bank account details, PAN number, Demat account details, etc.
• Listing Fees: Initial and annual fees, plus applicable taxes.

BSE SSE Listing Check List for listing of instruments

Documents to be Uploaded on the Listing Centre for in principle approval-

1. Authority Approval:

• Certified true copy of the approval for fund-raising through issuance of ZCZP.

2. Draft Fund-Raising Documents:

• Draft documents as per SEBI and Exchange requirements (along with 2 hard copies).

3. Issuer Undertaking:

• Undertaking from the issuer as per Annexure I.

4. Issuer Confirmation:

• Confirmation that the issuer is eligible to raise funds by issuing and listing ZCZP in terms of Chapter X-A of SEBI (ICDR) Regulations, 2018.
• Confirmation that the issuer is registered with the SSE platform of the stock exchange and the registration is valid as of the date of filing the draft fund-raising document with the SSE platform.
• Confirmation that the draft fund-raising document complies with SEBI and Exchange requirements, including disclosure requirements.
• Confirmation that the Issue complies with Regulation 292K of SEBI (ICDR) Regulations, 2018, and the requirements of the Exchange included in the draft fund-raising document.

5. Auditor Confirmation:

• Confirmation from the Social Auditor/Statutory Auditor that the issuer is registered with the SSE platform of the stock exchange and is eligible to issue ZCZP in terms of Chapter X-A of SEBI (ICDR) Regulations, 2018, applicable SEBI Circulars, and Exchange requirements.

6. Legal Compliance Confirmation:

• Confirmation from the issuer that it complies with applicable laws and regulations regarding the acceptance of donations through ZCZP issuance, including but not limited to RBI requirements, Companies Act, 2013 requirements, Prevention of Money Laundering Act, 2002, Foreign Account Tax Compliance Act, etc.
• Confirmation that no statutory authority has restrained the issuer from raising funds through the present mode.

7. Contact Information:

• Name, email ID, and mobile number of the contact person, along with their designation.

Documents to be provided by the issuer for basis of allotment of ZCZP-

1. Meeting Minutes

• Minutes of Meetings: Provide the minutes of meetings between the Registrar and NPO.
• Reasons for Exceptions: Include reasons for any exceptions to rejection cases.

2. Fund-Raising Document

• SEBI Compliance: Provide the fund-raising document as per SEBI Circular and any amendments.
• Reasoning: Include reasons for the contents of the document.

3. Computation Statement

• Available Allotment: A statement showing the total ZCZP available for allotment to Institutional and Non-Institutional Bidders.
• Category Breakdown: Statement of Breakdown of total applications received, allotted, and rejected on technical grounds.

4. Fund Confirmation

• Valid Bids: Confirmation letter contains that funds have been received for valid bids.

5. Basis of Allotment

• Proposed Basis: Copy of the proposed basis of allotment.

6. NPO Declarations

• Minimum Subscription: Declaration that the issue received the minimum subscription as per Regulation 292N of SEBI (ICDR) Regulations, 2018.
• Compliance: Declaration that the basis of allotment complies with SEBI (ICDR) Regulations, 2018, and other applicable statutes.
• No Legal Issues: Declaration that there are no injunctions or prohibition orders from any competent court of law affecting the issue or any part of it.

7. Certified Contracts and Documents

• Material Contracts: Certified true copies of all material contracts and documents mentioned in the fund-raising document.
• Particulars Statement: Statement containing particulars of dates and parties involved in these contracts and documents.

Documents to be provided for listing of ZCZP-

• Listing Application: Submit the application form as per the format provided by the exchange.
• Listing Agreement: For new NPOs, provide a listing agreement signed on non-judicial stamp paper.
• NPO Confirmation: Submit a confirmation from the NPO as per Annexure-I. for reference of all the annexures visit the link BSE SSE (bsesocialstockexchange.com)
• Resolution Copy: Provide a certified copy of the resolution passed by the Governing Body for the allotment of securities, mentioning the total number of securities allotted.
• ISIN Activation Letters: Get activation letters for the ISIN from both depositories.
• Trust Deed: Submit a copy of the Trust Deed.
• Registrar Confirmation: Confirmation from the Registrar that:

1. Securities have been allotted as per the approved basis and refunds are made.
2. All securities are allotted in demat form.
3. All formalities are completed except for the demat credit.

• Depositories Confirmation: Get a credit confirmation from the depositories.
• Allottee List: Provide a list of allottees with details like number of ZCZP applied and allotted, amount paid, bank account details, PAN number, demat account details, etc.
• Listing Fees: Pay the initial and annual listing fees plus applicable taxes.