In a major social sector reform, the Centre has recognised subscription to Zero Coupon Zero Principal (ZCZP) Instruments on the Social Stock Exchange governed by the Securities and Exchange Board of India (SEBI) as a permissible corporate social responsibility (CSR) activity.The move by the Ministry of Corporate Affairs–by way of an amendment to Schedule VII of the Companies Act–seeks to strengthen the financing ecosystem for social sector projects.The change in the law means CSR rules have been amended to allow companies to undertake CSR activities through ZCZP Instruments issued by eligible non-profit organisations registered on Social Stock Exchanges.The reform–in a first–integrates India’s Social Stock Exchange ecosystem with the country’s CSR framework, creating an additional channel through which corporate entities can support social development projects while ensuring greater transparency and regulatory oversight.Under the amended rules, companies will be permitted to carry out CSR activities through ZCZP Instruments issued by not-for-profit organisations (NPOs) that are registered on the Social Stock Exchange segment of a recognised stock exchange in accordance with regulations framed by SEBI.To prevent excessive concentration of CSR funds through this route, the government has stipulated that expenditure incurred through such instruments cannot exceed 10 per cent of a company’s total CSR expenditure for a financial year.In another consequential provision, companies subscribing to ZCZP Instruments will be exempt from conducting impact assessments of projects funded through these instruments, a move expected to reduce compliance burdens and encourage greater participation in the Social Stock Exchange framework.The amended rules place clear obligations on NPOs raising funds through these instruments. Such organisations will be required to undertake projects with a duration of not more than three succeeding financial years from the date of issuance of the instrument.Any unspent amount remaining upon termination of the instrument’s listing must be transferred to a fund specified under Schedule VII of the Companies Act, 2013, and compliance reports must be submitted to SEBI.The notification additionally incorporates formal definitions of “Not for Profit Organisation” and “Zero Coupon Zero Principal Instrument” into the CSR Rules, aligning the CSR framework with SEBI’s Social Stock Exchange regulations.The amendment could significantly enhance the flow of institutional funds into credible social sector organisations by leveraging capital market-based instruments, while providing corporates with a regulated and transparent mechanism for meeting part of their CSR obligations.The move will deepen the Social Stock Exchange ecosystem by creating new avenues for fundraising by eligible non-profit organisations and encouraging greater private-sector participation in developmental initiatives across sectors such as education, healthcare, livelihood generation, environmental sustainability and social welfare.Under the ZCZP system, funds invested by firms will have no return on investments nor interest. The return will, however, be in the form of social impact the project chosen for such investment generates.NITI Aayog member and Chairperson, SSE Advisory Committee, SEBI R Balasubramaniam, said, “Until now, CSR funds could not flow to organisations on the SSE. The result was a beautifully built bridge with little traffic. This week, the gate opened.”Balasubramanian said the move means a lot. “For non-profits, it means deeper and more stable resources earned through credibility. For corporates, it means a path from compliance to measurable outcomes. For philanthropists and impact investors, it means standardised, comparable impact data and for citizens, it is a chance to participate in social change through their own demat account,” he said, adding that a nation was built not only by the capital it raised, but also by the compassion it chose to institutionalise.


