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SEBI vide its Notification No. LAD-NRO/GN/2014-15/07/1414 dated September 1, 2014 has notified SEBI (Research Analysts) Regulations, 2014 (hereinafter referred to as ‘SEBI Regulations’). These regulations have been introduced by SEBI with the objective of fostering transparency in security research and provide the investors with more reliable and useful information to make investment decisions. According to these regulations, Research Analyst(s) or Research Entity are required to put in place a comprehensive policy framework as prescribed in Chapter III of the SEBI Regulations.
According to these Regulations, Investment Advisers, Credit Rating Agency, Asset Management Companies or Fund Managers of a Mutual Fund or Alternative Investment Fund or Venture Capital Fund or Portfolio Manager, issuing research report or circulating/distributing research reports to the public, or directors/employees making a public appearance are exempted from seeking separate registration Trade Care Research from Securities and Exchange Board of India subject to Compliance of Chapter III of the said Regulations which provides for formulation and adoption of written Internal Policy and Control procedure for Research Analysts / Research Entities Trade Care Research is required to adopt and adhere to such policies and procedures.
The policy shall be applicable to all employees of Trade Care Research engaged in Research Department as a Research analyst i.e. a person primarily responsible for the preparation or publication of the content of the research report; or providing a research report or Making a ‘buy-sell/hold’ recommendation or giving a price target or offering an opinion concerning a public offer with respect to securities that are listed or to be listed in a Stock Exchange whether or not such person has the job title of ‘Research Analyst’. It also includes an associated person who reports directly or indirectly to a research analyst.
Various terms shall have the following definitions and the
other terms shall have the same meaning assigned to them in
the captioned Securities and Exchange Board of India
Regulations.
(a) “Fund Manager” includes fund managers of a mutual fund
or alternative investment fund or Venture Capital Fund or
Portfolio Manager.
(b) “Merchant Banking or Investment Banking or Brokerage
Services” includes: - i. Acting as an underwriter ii.
Participating in selling or an offering for the issuer or
otherwise acting in furtherance of a public offer of the
issueiii. Acting as an adviser in a merger or acquisition iv.
Providing or arranging Venture Capital or Equity or Debt v.
Serving as placement agent for the issuer or otherwise acting
in furtherance of a private offering of the issuer vi.
Offering Brokerage or Market-Making Services.
(c) “Price Target” means expectations of research analysts
on the future performance of specific securities.
(d) “Public Appearance” means any participation in a
conference call, seminar, forum (including the interactive and
non-interactive electronic forum), radio or television or
internet or web or print media broadcast, authoring a print
media article or other public speaking activity in public
media in which a research analyst makes a recommendation or
offers an opinion, concerning securities or public offer
provided that it does not include a password protected
webcast, conference call or such other events with the clients
if all of the event participants previously received the
research report or other documentation that contains the
required applicable disclosures and that the research analyst
appearing at the event corrects and updates during the public
appearance any disclosure in the research report that is
inaccurate, misleading or no longer applicable.
(e) “Public Offer” includes an initial public offer,
further public offer, and offer for sale, disinvestment,
takeover, buy-back, or delisting of securities.
(f) “Relative” means a person as defined in sub-section
(77) of section 2 of the Companies Act, 2013 and who is
financially dependent on an independent research analyst or
individual research analyst employed by a research entity.
(g) “Research Analyst” means an Employee of “Trade Care
Research” who is primarily responsible for: i. Preparation or
publication of the content of the research report or ii.
Providing research report or iii. Making ‘buy/sell/hold’
recommendation or iv. Giving price target or v. Offering an
opinion concerning public offer with respect to securities
that are listed or to be listed in a stock exchange, whether
or not any such person has the job title of ‘research analyst’
and includes any other entities engaged in issuance of
research report or research analysis. It also includes any
associated person who reports directly or indirectly to such a
research analyst in connection with activities provided above.
(h) “Research Entity” means "Trade Care Research" or any
other intermediary registered with Securities and Exchange
Board of India who is / shall also engaged in Merchant Banking
or Investment Banking or Brokerage Services or underwriting
services and issue research report or research analysis in its
own name through the individuals employed by it Trade Care
Research and includes any other intermediary engaged in
issuance of research report or research analysis.
(i) “Research Report” means any written or electronic
communication that includes research analysis or research
recommendation or an opinion concerning securities or public
offer, providing a basis for investment decision and does not
include the following communications :- i. Comments on general
trends in the securities market ii. Discussions on the broad
based indices iii. Commentaries on economic, political or
market conditions iv. Periodic reports or other communications
prepared for unit holders of mutual fund or alternative
investment fund or clients of portfolio managers and
investment advisers v. Internal communications that are not
given to current or prospective clients vi. Communications
that constitute offer documents or prospectus that are
circulated as per regulations made by the Board vii.
Statistical summaries of financial data of the companies viii.
Technical analysis relating to the demand and supply in a
sector or index ix. Any other communication which the Board
may specify from time to time.
(j) Significant news or event” means any news or event
which is expected to have a material impact on or that
reflects a material change to, the subject company’s earnings,
operations or financial condition, other than unpublished
price sensitive information, as specified in the internal
policies and procedure of the research analyst or research
entity.
(k) “Subject Company” means the company whose securities
are the subject of a research report or a public appearance.
(l)“Senior Management” shall mean and include Board of
Directors of "ADITYA SHIVHARE" and the person’s one level
below them and shall include Compliance Officer of
"ADITYA SHIVHARE" Department for the time being.
(m) “Third Party Research Report” means a research report produced by a
person or entity other than Research Analysts of "ADITYA SHIVHARE" or by "ADITYA SHIVHARE" itself.
4.Trade Care Research and it's Research Analysts shall
maintain an arms-length relationship between its research
activity and other activities.
(a) Limitations on trading by research analysts:
(i) Personal trading activities of the individuals
employed a Trade Care Research shall be monitored, recorded
and wherever necessary, shall be subject to a formal approval
process like approval from the Compliance Officer of
"Trade Care Research" Department.
(ii) Research Analysts employed by "Trade Care Research"
or their associates shall not (a) deal/trade in securities
recommended/followed by the research analyst within 30 days
before and five days after the publication of a research
report; (b) deal/trade in securities that the research analyst
reviews in a manner contrary to his given recommendation;
(c) purchase or receive securities of the issuer before
the issuer's initial public offering, if the issuer is
principally engaged in the same types of business as companies
that the research analyst follows or recommends.
(iii) However, the above restrictions to trade/ deal in
securities shall not be applicable in case of significant news
or event concerning the subject company or based upon an
unanticipated significant change in the personal financial
circumstances of the research analyst, subject to prior
written approval from Compliance Officer of
"Trade Care Research" Department.
(iv) Further, all the research analysts shall always
adhere to the Conflict of Interest Policy of the Company,
developed and implemented by the company pursuant to
Securities and Exchange Board of India Circular dated
27/08/2013. For the sake of brevity of this policy, the same
is not narrated herein, however, this The policy shall be
read, understood, and complied with by all Research Analysts
in conjunction with the said Conflict of Interest Policy as
may be prevalent from time to time.
(i) The Research Analysts in the employment of
"Trade Care Research" shall not be entitled to any bonus,
salary, or another form of compensation that is based on
specific brokerage services transactions.
(ii) Further, the compensation of all research analysts
shall be reviewed, documented, and approved annually by the
Committee of the Board of Directors of "ADITYA SHIVHARE". The
first such review shall be carried out on/before 31.03.2015.
(iii) Such Research Analysts shall perform his/her/their
duties independently and shall not be under the supervision
/control of any employee of the brokerage services division of
"Trade Care Research".
(i) "Trade Care Research" and/or its Research Analysts shall
not publish or distribute research reports/analysis or make a
public appearance regarding a subject company for which
"Trade Care Research" has acted as a Manager / Co-Manager /
Underwriter within a prescribed time period (i.e. 40 days
immediately following the day on which securities are priced
in case of IPO or 10 days immediately following the day on
which securities are priced in case of FPO) unless prior
written approval has been obtained from Compliance Officer of
"Trade Care Research" department.
(ii) In case "Trade Care Research" is acting as an
underwriter of any IPO/ FPO, it shall not publish or
distribute a research report or make a public appearance
regarding that issuer for 25 days from the 1st date of the
public offering of the securities.
(iii) In case "Trade Care Research" is acting as a
Manager or Co-manager of any IPO / FPO, it shall not publish
or distribute a research report or make a public appearance
regarding that issuer within 15 days prior to the date of
entering into and 15 days after expiration/waiver/termination
of a lock-up agreement or such other agreement unless prior
written approval is obtained from Compliance Officer.
(iv) The Research Report issued by Research Analysts of
"Trade Care Research" shall be based on adequate documentary
research evidence.
(v) "Trade Care Research" and/or its Research Analysts
shall not provide any promise or assurance of favorable review
in the research report to the Company or Industry as a
consideration to commence or influence a business relationship
of for the receipt of compensation or other benefits.
(vi) "Trade Care Research" shall ensure that its Research
Analysts are separate from other employees who are performing
sales trading, dealing, corporate finance advisory or any
other activity that may affect the independence of research
report.
(Vii) Research Analysts shall not (a) engage directly /
indirectly in any communication with a current or prospective
client in the presence of personnel from brokerage service
divisions or Company Management;
(viii) (b) engage in sales or marketing-related activities
related to Brokerage Service divisions nor engage in any
communication with a current or prospective client about
transactions of such Brokerage Service Division;
(c) make any promise or assurance of favorable review in
its research report to a company or industry or sector or
group of companies or business group as consideration to
commence or influence a business relationship or for the
receipt of compensation or other benefits; (d) participate in
business activities designed to solicit investment banking or
merchant banking or brokerage services business such as sales
pitches and deal road shows.
(ix) Research Analysts shall have adequate documentary
basis, supported by research, for preparing a research
report.
Research Analysts of "Trade Care Research" who are engaged in
research activity and preparing research reports shall
disclose all material information about themselves or
"Trade Care Research" including the following in its research
reports:
i. Business Activity.
ii. Disciplinary History.
iii. Terms and conditions on which it offers research
report.
iv. Details of Associates.
v. Details with respect to Ownership and Material
Conflict of Interest such as:
(a) whether "Trade Care Research" or any Research Analysts
or its/his associate or relatives has any Financial interest
in the subject company, if yes, together with the nature of
such financial interest.
(b) Whether "Trade Care Research" or any Research
Analysts or its/his associate or relatives have
actual/beneficial ownership of 1 % or more securities of the
subject company at the end of the month immediately preceding
the date of publication of the research report or date of
public appearance, as the case may be.
(c) Details of actual/beneficial ownership of one percent
or more securities of the subject company, at the end of the
month immediately preceding the date of publication of the
research report or date of public appearance.
(d) Details of any material conflict of interest at the
time of publication of the research
report or at the time of public appearance (e) Details of any
compensation received by "Trade Care Research" or Research
Analysts or
its/his/her/their associates from the subject company in the
past 12 months (f) Details of whether "Trade Care Research" or
its associates have managed or co-managed
the public offering of the subject company in the past 12
months (g) Details of whether "Trade Care Research" or its
associates have received any compensation for investment
banking or merchant banking of brokerage services from the
subject company in past 12 months.
(h) Details of whether "Trade Care Research" or its
associates have received any compensation for products or
services other than above from the subject company in past 12
months.
(i) Details of any compensation or other benefits
received by "Trade Care Research" or Research Analysts or
its/his/her/their associates from the subject company or 3rd
party in connection with the research report.
vi. "Trade Care Research" and/or its Research Analysts
shall disclose in public appearance with regard to receipt of
compensation (a) whether "Trade Care Research" or Research
Analysts or it’s/his/her/their associates have received any
compensation from the subject company in past 12 months (b)
whether the subject company is/was a client of
"Trade Care Research" during 12 months preceding the date of
distribution of research report and the types of such services
provided by "Trade Care Research".
vii. Whether the Research Analyst has served as an
officer, director, or employee of the subject company.
viii. Whether "Trade Care Research" or its Research
Analysts has been engaged in marketmaking activity of the
subject companyviii. Whether "Trade Care Research" or its
Research Analysts has been engaged in.
ix. Such other disclosures in research reports / public
appearance as specified by Securities and Exchange Board of
India under any other regulations.
x. Such Research Reports reflect factual information
about the subject company and are based on reliable
information. Such reports also contain the definition of terms
used in making recommendations and have been used
consistently.
xi. If such Research Reports contain either a rating or
price target for at least 1 year, the same shall also provide
for the graph of the daily closing price of such securities
for the period assigned or for a 3-year period, whichever is
shorter.
xii. Such Research Report Shall not be issued selectively
to internal trading personnel or to a particular client or
group of other clients in advance of other clients who are
entitled to receive the research report.
xiii. In case of distribution of any 3rd party research
report, Research Analysts of "ADITYA SHIVHARE" shall review
such 3rd party report for any untrue statement of a material
fact or any false or misleading information, provided that
"Trade Care Research" or its Research Analysts do not have any
direct/indirect business or contractual relationship with such
3rd party research provider.
xiv. In case, any Research Analysts Director or employee
of "Trade Care Research" appears in public media and makes any
recommendation, the disclosure of his / its name, registration
status and details of financial interest shall invariably made
at the time of making such recommendation or offering any
opinion in his personal capacity, responding to any queries of
audience or journalists in personal capacity and communicating
the research report or its substance through public media.
ix. Such other disclosures in research reports / public
appearance as specified by Securities and Exchange Board of
India under any other regulations.
x. Such Research Reports reflect factual information
about the subject company and are based on reliable
information. Such reports also contain the definition of terms
used in making recommendations and have been used
consistently.
xi. If such Research Reports contain either a rating or
price target for at least 1 year, the same shall also provide
for the graph of the daily closing price of such securities
for the period assigned or for a 3-year period, whichever is
shorter.
xii. Such Research Report Shall not be issued selectively
to internal trading personnel or to a particular client or
group of other clients in advance of other clients who are
entitled to receive the research report.
xiii. In case of distribution of any 3rd party research
report, Research Analysts of "ADITYA SHIVHARE" shall review
such 3rd party report for any untrue statement of a material
fact or any false or misleading information, provided that
"Trade Care Research" or its Research Analysts do not have any
direct/indirect business or contractual relationship with such
3rd party research provider.
xiv. In case, any Research Analysts Director or employee of
"Trade Care Research" appears in public media and makes any
recommendation, the disclosure of his / its name, registration
status and details of financial interest shall invariably made
at the time of making such recommendation or offering any
opinion in his personal capacity, responding to any queries of
audience or journalists in personal capacity and communicating
the research report or its substance through public media.
(i) Research Analysts of "Trade Care Research" shall obtain
NISM certification or such other certification for research
analysts as specified by SEBI within 2 years of commencement
of the captioned SEBI Regulations i.e. on/before 29/11/2017.
(ii) "Trade Care Research" and its Research Analysts shall
maintain and preserve the following records for a minimum
period of 5 years: • Research Report duly signed and dated •
Research recommendation provided • Rationale for arriving at
research recommendation • Record of public appearance.
(iii) Research Analysts shall forthwith inform
"Trade Care Research" in writing about any information or
particulars about him/her/them submitted to
"Trade Care Research" which is found to be false or misleading
in any material particular or if there is any change in
information already submitted.
(iv) The Compliance Officer of "Trade Care Research"
Department shall monitor and comply in this regard.
(v) "Trade Care Research" shall conduct annual audit in
respect of compliance with the captioned SEBI Regulations from
member of ICAI or ICSI. Note: This policy has been considered,
implemented and circulated by "Trade Care Research.
