By

Ms. Rose Mary K Abraham*

This paper explores the possibility of setting up a Social Stock Exchange (SSE) in India for raising funds for political or social causes in a transparent manner. The SSE, as this author visualises, is a stock exchange that will allow listing of specific public interest projects / schemes and those entities working for the realisation of a social welfare objective. This mechanism would give the social investors an opportunity to buy the shares of those entities so as to partner with their growth or to donate money for no return or to be precise, “for a social return”. Thus, SSE is expected to cover the hitherto uncovered segment— the spectrum of voluntary organizations in India like, charity organizations, trusts, think-tanks, trade unions, professional membership associations and specific social projects like, a flagship scheme of government, SPVs, a specific earthquake relief fund, and even, election funding of political parties. With increased transparency in fund raising, SSE incentivises the social investors to make an educated choice while giving donations to a preferred cause. On the other hand, the truly socially committed Social Business Enterprises get the necessary capital and visibility to grow and flourish. SSE is expected to initiate a culture of accountability and responsible fund-raising in beneficiary organisations while at the same time revolutionises the art of giving. Based on the limited international experiences in this filed, the paper discusses the feasibility of setting up such a stock exchange in India, its alignment with declared policy goals and existing market infrastructure, the regulatory contour and operational rigour required for such an exchange and its challenges / benefits.

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No enterprise can grow on its own resources beyond a point! Finance is its life blood; more so, for small enterprises than for large enterprises. Globally, India ranks quite high at 9^th position in non-banking financial services and at 28^th in terms of financial market development^[3]. Indian equity/ stock Markets have undergone a paradigm shift in the last two decades to emerge as one of the well regulated and technologically advanced markets, offering unprecedented prospects for investors and businesses. The market capitalization of listed companies has gone up 10 fold over the last one decade to hit US $ 1243 billion as on 3 May 2013, to emerge as the second highest in the emerging market group, after China. In fact, equity/stock markets are fast emerging as one of the best sources of financing. In terms of financing through local equity markets^[4] India ranks 19^th. This is not an opportunity limited to just the large enterprises. Since its launch in March 2012, the SME platforms of stock exchanges have been accessed by around 25 small and medium scale enterprises in the country.

However, it is surprising that India has not explored the option of stock markets for its most needed set of enterprises – the non-governmental / non-profit organizations or social benefit enterprises (SBEs)- which rely mostly on donations or debt financing from banks and non-banking financial institutions. Relying on such sources adversely affects their balance sheet, thereby constraining their growth prospects. Despite a tremendous growth in private equity (PE) investments in India, due to lack of exit route for their investments, they have not been investing much in SBEs. A stock exchange would have provided SBEs with equity financing opportunities to grow their business – from expansion of operations to acquisitions. In addition, equity financing lowers the debt burden leading to lower financing costs and healthier balance sheets for the firms. By virtue of being listed in a recognized stock exchange with all its disclosure norms and visibility, the enterprise is sure to attract ownership capital. This also lowers the on-going information and monitoring costs for the banks, thereby enhancing flow of funds into SBEs. This is particularly important for these service based enterprises which do not possess enough tangible assets to secure loans from financial institutions.

At the same time, bringing transparency and accountability to those who operate with money raised from public, be it government, a Non-governmental Organisation (NGO), a political party, religious trust, education society or a charity organization is of great importance, if potential investors / benefactors are to be attracted. However, corruption in the use of public money has long been a disincentive for potential investors. At a time when India is hijacked by governance issues, leading to intense debate on the contours of the anti-corruption legislative framework, it is time to think differently for a solution, preferably a market-oriented, technology-based solution for this sector.

At present, there also exists an area of regulatory vacuum in India – the mushrooming online donation / investment platforms which connect entrepreneurs, mostly of social enterprises or NGOs, with interested investors / philanthropists. These alternate platforms have come up in the wake of dearth of seed and early stage capital in India particularly for non-profit organizations and are functioning more or less like a substitute for stock exchanges, clubbed with the activity of merchant banking.  Most of these are at the stage of clearing houses or giving circles or charity exchanges, if they can be called so, which match the funding requirements of listed organizations with that of donors. They are yet to grow into the real concept of a stock exchange, where shares trade hands. However, not far are the days when one Sahara or Sharada erupts in this field.

It is in this context that one should think of the possibility of setting up a social stock exchange (SSE) for raising funds for political or social causes in a transparent manner. A social stock exchange, as this author visualises, is a stock exchange that will allow listing[5] of specific public interest projects / schemes and those organisations working for the realisation of a social welfare objective, while giving the investors (who are generally called as social investors[6]) an opportunity to buy the shares of these entities so as to partner with their growth or to donate money for no return or to be precise, “for a social return”. The SSE is for entities which aim beyond profit maximisation, to create an “impact” in the society. Hence such investments can also be called as impact investments[7]. It is an innovative approach to fundraising, in which the environment of a stock exchange is utilised to connect voluntary organisations (VOs) or public interest projects that require funds, with social investors who are willing to support their programs / projects. Thus, SSE can cover the hitherto uncovered segment— the spectrum of voluntary organizations in India like, charity organizations, trusts, think-tanks, trade unions, professional membership associations and specific social projects like, a flagship scheme of government, Special Purpose Vehicles (SPVs), a specific earthquake relief fund, and even to election funding of political parties.

   I.            International Experiences

The concept of SSE is still evolving. Notable is the fact that the innovation in this field originated from the developing world. Diverse models of SSEs exist as of now, unique to the cultural context of the country in which it originated. The Brazilian Stock Exchange, BOVESPA, pioneered the idea of a social stock exchange in 2004 when they set up the Environmental and Social Investment Exchange – (BVS&A). Investors can either purchase stocks from the listed projects or create a portfolio with several projects. Only 30 projects are listed at time so that incoming funds are not spread too thin, which heightens the chances that all listed NGOs will benefit, and early successes can be shown. The Brazilian SSE assisted around 38 organizations in the first year itself. UNESCO has also given its stamp of approval to the SSE and is supporting BOVESPA in making the project a success.

In the case of South Africa’s first online social investment stock exchange – the South African Social Investment Exchange (SASIX)- set up in 2006, anybody can invest in social development projects and in turn get a tax deduction. Organizations that are achieving a measurable social impact are selected to list on the exchange and investors make an irrevocable contribution for as little as 50 Rand per share (equivalent to Indian Rs. 350), the size of which can be increased in multiples of 50 Rand. Investors have the option of setting up their own Giving Foundation– a personalized charitable fund which they can set up as a family, as an individual or as a business. Investors buy shares in SASIX projects online or through Greater Capital[8] which facilitates the transfer of funds to the beneficiary organisations through a transparent and accountable process. Investors can keep track of how their investments are performing and view online the impact they are having. If a project is listed for longer than twelve months without receiving enough funding to be implemented, the project offering will ‘expire’ and investors will have the option of allocating their contribution to another SASIX project, or a specific sector focus fund, or an organisation of their choice, as long as it has the same tax status. If the investor chooses to terminate his account in SASIX, the remaining money in his foundation will be allocated to the sector / entity of choice by the investor, but will not be returned to the investor as they have already enjoyed the tax deduction for the same.

There are other several models of SSEs available across the globe like, Global Exchange for Social Investment (GEXSI), set up in July 2010 in Germany, London Social stock exchange launched towards the end of 2012, to be launched Singapore based Impact Exchange, Green Stock Exchange, scheduled to open in the 2014 as North America’s first social stock exchange etc. Coming to India, though a full-fledged social stock exchange is yet to emerge, a beginning has been made with the online platforms for channelling donations. Some such platforms working in India are Charities Aid Foundation India (CAF India), Give India, DASRA, CSO Partners, Intellecap, UnLtd India, venturefund, venturesutra etc. Most of such ventures specialise in both funding as well as in capacity building.

Most of the SSEs are at the stage of clearing houses now. However, globally, SSEs have started focusing on goals rather than on the status/nature of entities to be listed, as to whether they are profit oriented or not. Most of these SSEs have also floated their own consulting firms, which simulate the role of merchant bankers in the securities markets. The SSEs are also increasingly being brought under regulatory framework. This regulated status enhances the confidence of social investors while at the same time enables them to grant tax deductions for their investors, thereby enhancing flow of capital[9].

The report of J P Morgan et al. Impact Investments, An emerging asset class (2010) had assessed the potential opportunity for investment in this market in terms of potential scale of investible capital and profit in businesses within the selected five sectors— housing, rural water delivery, maternal health, primary education and financial services. They found that even this limited segment of the market offers the potential for invested capital of $400 billion–$1 trillion and profit of $183–$667 billion over the next 10 years.

II.            Why SSE? Distinctions with regular stock exchanges

Now the question arises why we need a separate stock exchange for impact investments? If not the main stock exchanges (which are also called mainboards), why the Alternate Investment Markets designed for small and medium scale companies (SMEs) cannot take care of the requirements of these social return seeking enterprises?

The requirements of Social Benefit Enterprises (SBEs), as called by the father of Grameen Banking, Mr. Muhammad Yunus, are different from that of other companies which get listed in the main stock exchanges or SME exchanges. Also, the prospective investors of SSEs are more oriented towards social results / returns rather than financial return. The instruments traded in SSEs may acquire the nature of “flow- through Shares[10]”, if tax deduction is given for such investments. The organisation of SBEs and hence, the regulatory framework required are also different, warranting a different framework for raising funds as compared to ordinary stock exchanges or exchanges dedicated to profit oriented SMEs.

In the report favouring establishment of SSE at the London Stock Exchange – Developing a Social Equity Capital Market, Sir Ronald Cohen (2007) had rightly delineated the interest of social investors and entrepreneurs. According to the report, the things that matter to social entrepreneurs seeking to raise capital are, maintaining ownership, attracting investors with a long-term perspective, limiting speculation, control over social mission and finding investors with an understanding of social as well as financial return. On the other hand, investors seeking a social investment opportunity require regular reporting and disclosure, liquidity of shares, independent mechanism for valuation, clarity of financial and social return expectations and a market with Financial Services Authority (FSA)[11]-regulated status.

III.            How SSEs can be organized in India?

Given the international and Indian experience, it is worthwhile to attempt a possible framework for a Social Stock Exchange in India. Like any other modern day stock exchange (which is commonly called as Mainboard) the SSE can have two distinct segments-equity segment (for raising ownership / risk capital) and debt segment (for raising loans / debentures). In addition, there can be a third, distinct and unique segment for aid, which facilitates one sided donations of social investors to SBEs. Ecosystem of SMEs can be replicated here.

The eligibility to get listed in the SSE can be that either it has to be a trust registered under Indian Trust Act, 1880 or a society registered under Societies Registration Act, 1860, or a Company registered under Section 25 of the Indian Companies Act, 1956, or an organisation registered under Trade Unions Act, 1926 or a professional membership association or a think-tank working towards a social welfare objective, thus, essentially covering the spectrum of voluntary organizations (VOs) in India. The exchange may also allow listing of specific social projects, say, for example, a flagship scheme of government like Bharat Nirman or MGNREGA, a specific earthquake relief fund, building fund for a school in  a locality, a flood rehabilitation initiative etc. The platform can also be utilized by Special Purpose Vehicles (SPVs) or Public Private Partnership (PPP) projects or micro-finance firms for raising funds.

Funding of election campaign of political parties has long been a contentious issue. Notwithstanding the fact that many benefactors do not wish to disclose their identity, SSE can also be utilised for funding election campaigns of political parties. While the contributing corporate entities have an incentive to come on to this platform due to the tax deductions that they may get, the moral pressures to disclose the source of funding may eventually force political parties also to get listed here for their election campaign. Considering the size of the rural voting population, the amount raised by a party through SSE is no indicator of the seats that the party may win eventually to the legislature / parliament. Thus, without putting strain on the government budget, election funding can be carried out. This may also lead to a certain extent of corporatisation of political parties[12].

SSE is, however, not to be confused as a venue for start-up ventures but it is for credible entities with a track record of being in operation for at least three years. To begin with, the SSE may limit itself to those entities which have networth, above a certain threshold. Also, this is not an attempt to bring all the voluntary organizations in India under its ambit. However, to achieve its objectives, it may be worth the while to make it mandatory for all the organizations which receive substantial government aid/ grant or foreign contributions to get listed in SSE.  Those entities which are recognized under Section 35 (ac) of the Income Tax Act wherein its investors enjoy the privilege of tax deductions for donations given to it and also, all those trusts /societies /Section 25 Companies with networth of more than Rs.10 cr. (or any amount as specified by the government, considering the regulatory resources required for managing these companies) may be mandated to list with SSE. This, on the one hand, checks the infiltration of black money into the economy, while also helps foreign aid foundations including the multi-lateral organizations to channelize their funds into fruitful ventures in India. Ensuring appropriate Know Your Investor (KYI) norms similar to Know Your Client (KYC)[13] norms for the mainboard is also advisable, perhaps mandating a higher KYI for foreign investors. The delisting norms or the process of exiting from the SSE also needs to be clearly outlined especially that there will be several short term projects (say for instance election fund raising) listed in the SSE.

On the investors’ front, anybody with as minimum as Rs. 500 should be able to open an account with the SSE and buy shares / grant money in a locked-in manner, in turn for enjoying tax benefits. Investors should also be allowed to contribute to sector specific funds or region specific funds which are then judicially allotted by the SSE to companies fitting the criteria and on the basis of measurable performance.  Providing direct market access[14] to prospective investors of SSE is also important. Unlike the long-term social return seeking investors in the aid segment, the trading segment may be dominated by profit seeking institutional investors / traders. However, their presence is also essential as they aid better price discovery. While investors’ original contributions can be made tax-free, the secondary market transactions and profits emerging out of it may be tax exempted, initially for five years, with respect to capital gains tax or securities transaction tax or stamp duty.

The companies can be admitted for listing through a cost effective e-IPO[15] process which facilitates online bidding for shares of SBEs. As a green initiative, with its inherent advantage of being cost effective, this goes well with the overall objective of an SSE.

In an SSE, corporate governance commands a higher premium than in the main board. Before listing, as is the case with any company in the mainboard, it may be mandatory for these organizations to get rated by any accredited credit rating agency which is specialized in rating non-profit entities. It is also important for the regulator, which may be Securities and Exchange Board of India (SEBI) in the Indian context or a new separate regulator, to prescribe corporate governance norms similar to the listed entities in the main board. A unified online reporting platform may be developed for the entities in SSE to file their annual / quarterly financial statements and project updates, which in turn will be available to the social investors in a comparable format, thus doing away with costly paper publications. The social investor should also be provided with regular online periodical updates on the projects being implemented or regarding the developments in the organization which he is funding or in which he is a creditor or a shareholder. This is very important since the social investor coming to SSE is only concerned with how lives change because of their giving and that their donation or investment has been properly spent and accounted for.

IV.            Benefits of proposed SSE

With increased transparency in fund raising through SSE, we can incentivize the social investors to make an educated choice while giving donations to a preferred cause. On the other hand, the truly socially committed SBEs get the necessary capital to grow and flourish; needless to explain the advantages of bringing transparency in election funding without straining government budget! SSE also increases the visibility of the listed organisations while it reduces the search cost for the good willed social investors. By mandatorily bringing into its ambit all those societies and trusts with networth above a certain threshold, SSEs will initiate a culture of accountability and responsible fund raising in the beneficiary organisations while at the same time revolutionises the art of giving. SSE can also nurture the philanthropic aspirations of small and medium sized enterprises which cannot afford to set up a separate Corporate Social Responsibility (CSR) fund/ trust. SSE can also facilitate the growth of voluntary initiatives, especially in a scenario where government funds are getting increasingly scarce for the desired quantum of welfare spending. SSE is clearly a channel for taking capital markets closer to common masses thus, furthering the declared policy objective of inclusive growth and financial inclusion. The market infrastructure though not organized, is more or less in place as far as a SSE is concerned.

Performance-based philanthropy and social investment is, no doubt, going to be norm in the coming decades. Investing in stocks is a relatively new concept for Indians but giving for charity is not. Indians give away a substantial amount of their income for charitable activities, though an accurate estimate is difficult to arrive at. The philanthropic initiatives of Indian companies are evident from the huge increase in the number of corporate foundations that are coming up as part of CSR objectives.  Private charity contributions in India now make up 0.3% to 0.4% of GDP—up from about 0.2% in 2006, according to the Indian Philanthropy Report (IPR), 2011[16]. The average contribution of Indian HNIs in 2011 was 3.1%, up from 2.3% during 2010. Also, the number of India’s high-net-worth population is increasing at 3 times the rate of those in US and 1.6 times the rate of growth of HNIs in China, according to the 2010 World Wealth Report by Capgemini and Merrill Lynch. Between 2008 and 2009, HNIs in India grew by 51%. This is an ample source of supply of funds into impact investments.

However, while Indian HNIs give around 1.5% – 3% of their income for charitable purposes, the figure is around 9% for US based HNIs. More than 60 percent of those surveyed for the IPR 2011 stated that the three biggest constraints that deter giving are (a) lack of accountability and transparency in some charitable organizations, (b) tax laws and (c) donors’ lack of awareness about charitable organisations that match their interests. IPR 2011 estimated that HNIs would increase their contributions by 70 percent if these issues are addressed. The proposed SSE is an attempt to overcome this trust deficit and bottlenecks. SSE further strengthens the giving culture in India.

On the demand side what India has is around half a crore voluntary organizations[17]looking for financial assistance for their social welfare projects. On the supply side, we have around 260[18] Giving foundations along with the multitude of retailer investors, who given an opportunity, are willing to donate to causes that impact or changes lives. Then, there are foundations who simulate the role of mutual funds in securities markets by collecting funds from various organizations / individuals and then investing in credible ventures (For eg CRY, Helpage, Concern, etc.). There are sector specific funds with huge corpus like Investor Protection and Education Fund (maintained by SEBI as well as by Ministry of Corporate Affairs) which can invest in the activities of investor protection associations or the Rural Infrastructure Development Fund created out of the shortfalls in priority sector lending which can invest in those VOs working in priority sector. The Financial Inclusion funds can also be channelized into this platform. Adding to this comes the CSR funds of companies to the tune of 2% of their profits.

The report of the Steering Committee on Voluntary Sector (2002 and 2007) while submitting its report for the 10^th and 11^th Plan, had clearly outlined the importance of responsible and accountable civil society initiatives in boosting development in India. Many of the flagship schemes of government are now implemented through these civil society organizations[19]. This number has only increased over time, which highlights the need for bringing these organizations into a transparent platform.

SSE caters to Financial Inclusion plans of the Government. A National Policy on the Voluntary Sector was notified in July 2007, the specific objectives of which are (a) to create an enabling environment for VOs that stimulates their enterprise and effectiveness, and safeguards their autonomy; (b) to enable VOs to legitimately mobilize necessary financial resources from India and abroad; (c) to identify systems by which the Government may work together with VOs, on the basis of the principles of mutual trust and respect, and with shared responsibility; and, (d) to encourage VOs to adopt transparent and accountable systems of governance and management. SSE caters to all these objectives. The National Policy went ahead to state that in order to encourage transfer of shares and stock options to VOs, the Government will consider suitable tax rebates for this form of donation.

V.            Challenges

Even though, the infrastructural development and cultural context has set the stage for a SSE, there are some challenges which need to be addressed while setting up the SSEs. The various laws governing these organisations may need to be suitably amended to create an enabling environment for SSEs.  The regulatory jurisdiction also needs to be identified. The price discovery in the equity segment which happens through trading in shares may take some time to mature as the primary objective of social investors approaching SSE would be investment rather than profiting through trading. Even if listing costs are reduced, there is an apprehension whether sufficient number of organisations may come forward for listing in SSE to give that threshold momentum; this amplifies the requirements for increased marketing and awareness campaigns. Ensuring the viability of SSE is also important. Many of the stock exchanges created for the small and medium scale enterprises across the globe had to eventually close shop or reinvent / reorganise itself including those in India[20]. The new segment created in the Indian market for small and medium scale enterprises is now designed as a platform of the existing stock exchange rather than as a separate stock exchange. Similarly, SSE can make an entry first as a platform of any existing stock exchange, if creating a separate exchange appears financially risky.

VI.            Conclusion

India is at a tipping point with governance commanding a premium in this democracy. The need to bring in transparency and accountability and the urge to root out corruption was evident from the recent Anna Hazare campaign and the historic Parliament debate on the issue. In fact, in one of the versions of Lokpal bill, civil society representatives urged the Government to include under its ambit, NGOs, media houses, religious trust, etc. Legal empowerment is necessary. However, more necessary and perhaps sufficient condition is to have adequate and effective systems to ensure transparency and accountability. SSE is one such systemic change to avoid diversion of earthquake relief funds or non-transparent funding of election campaigns of political parties, the mother of all vices. There are challenges to its implementation, but definitely not insurmountable.

References

1. Give India (http://www.giveindia.org/) accessed on 2^nd July 2011
2. Credit Alliance (http://www.credall.org.in/) accessed on 2^nd July 2011
3. GEXSI (http://www.gexsi.org/en/gexsi-capital-partners/) accessed on 2^nd July 2011
4. Capgemini and Merrill Lynch (2010): World Wealth Report 2010
5. Sheth Arpan and Singhal Madhur (2011).India Philanthropy Report 2011. Mumbai India: Bain & Company, June 2011
   1. About setting up London Stock Exchange (http://www.rockefellerfoundation.org/news/social-stock-exchange-could-be-18-months) accessed on 22 August 2011
   2. Jessica E. Bearman (2007):  More Giving Together: The Growth and Impact of Giving Circles and Shared Giving. Washington, DC: Forum of Regional Associations of Grantmakers
      1. Forum of Regional Associations of Grantmakers (http://www.givingforum.org/s_forum/sec.asp?CID=26&DID=28) accessed on 22 August 2011
      2. Giving Circles Network (http://givingcircles.org/index.htm) accessed on 22 August 2011
      3. Impact Investments, An emerging asset class. 2010. J P Morgan Chase & Co., The Rockefeller Foundation and Global Impact Investing Network, Inc. 29 November 2010
      4. Investing for Social and Environmental Impact: A Design for Catalyzing an Emerging Industry.2009. The Monitor Institute
         1. Survey by Value Notes and J P Morgan (http://www.valuenotes.com/blog/community/Aniket/Will-the-Lokpal-bill-boost-Indias-waning-investor-confidence/86)

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