TaxTMI 
TaxTMI 
TaxTMI 
Master Circular for Research Analysts
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....the directions/ instructions contained in the circulars/communications listed out in the Appendix to this Master Circular, to the extent they relate to the RAs, shall stand rescinded. 4. Notwithstanding such rescission, a) Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c) The previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall remain unaffected as if the rescinded circulars have never been....
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....es in Indian securities market 43 18. Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under 43 19. Know Your Client (KYC) Requirements 44 20. Association of persons regulated by the Board and their agents with certain persons 44 21. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 46 22. Cybersecurity and Cyber Resilience Framework (CSCRF) 47 23. Norms for sharing of real time price data to third parties 48 24. Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors 48 VI. REPORTING REQUIREMENTS 25. Periodic reporting by Research Analysts 48 26. Undertaking on compliance of the advisory for Financial Sector Organizations regarding Software as a Service (Saas) based solutions to be submitted half yearly 49 27. Submission of annual audit report and adverse findings, if any 49 VII. ANNEXURES 28. ANNE....
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.... The deposit amount may be revised for any change in applicable amount of deposit, based on the maximum number of clients in the previous financial year, latest by 30th April of the subsequent financial year. d. The deposit requirements shall be reviewed by SEBI from time to time. e. The existing RAs shall ensure compliance with the deposit requirement latest by September 30, 2025. 1.3 Registration both as Investment Adviser and Research analyst: In terms of the proviso to Regulation 9 of the RA Regulations, an individual or partnership firm registered as an investment adviser may be granted certificate of registration as a research analyst, subject to such terms and conditions as the SEBI may deem fit and appropriate. Accordingly, these terms and conditions are as under: a. An investment adviser, who is an individual or partner-ship firm, registered under the SEBI (Investment Advisers) Regulations, 2013 (IA Regulations), may be considered eligible for grant of certificate of registration as RA under the RA Regulations provided that it shall comply with the rules/regulations/reporting requirements under each of these regulations viz. IA Regulations ....
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....ot be considered eligible for registration as part-time RA, reference may be made to the following explanations/illustrations regarding other business activities or employment that a person shall or shall not engage in. Example/Illustration 1: - Who shall be considered eligible for registration as part-time RA? A person shall be considered eligible for registration as part-time RA if it- (i) is a member of ICAL or ICSI or ICMAI providing their statutory services or an insurance agent having license from Insurance Regulatory and Development Authority of India ('IRDAI'), (ii) is employed as a professor or a teacher etc. provided that his employer provides no objection certificate to take up the activity as part-time RA. If there is change in employer, part-time RA shall ensure to provide the no objection certificate from his new employer to RAASB/SEBI to continue its activities as part-time RA. (iii) is professional such as an architect, lawyer, doctor etc. (iv) is employed as a professor or a teacher etc., or is engaged in education business or activity: Provided that such person is not engaged in any of....
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....30, 2025. 1.6 Appointment of an independent professional as Compliance Officer: a. In terms of Regulation 26 of the RA Regulations, a non-individual research analyst may appoint an independent professional who is a member of ICAI or ICSI or ICMAI or member of any other professional body as may be specified by the SEBI, provided such a professional holds a relevant certification from NISM, as may be specified by the SEBI. In such cases, the principal officer shall submit an undertaking to RAASB/SEBI to the effect that principal officer shall be responsible for monitoring the compliance in respect of the requirements of the Act, regulations, notifications, guidelines, instructions issued by SEBI/RAASB. b. A non-individual RA may appoint such an independent professional as compliance officer who holds certifications from NISM by passing the following certification examinations- • NISM-Series-XV: Research Analyst Certification Examination • NISM-Series-XV-B: Research Analyst Certification (Renewal) Examination, and • NISM-Series-III A: Securities Intermediaries Compliance (Non-Fund) Certification Examination 1.7 Use of Arti....
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....research services 'for consideration'. 1.9 Fees chargeable to clients by RAs: Regulation 15A of RA Regulations provide that RA shall be entitled to charge fees for providing research services from client including an accredited investor in the manner as specified by SEBI. Accordingly, - a. RAs may charge fees, subject to ceiling as may be specified by SEBI and shall ensure that fee charged to client is fair and reasonable. b. RAs shall charge a maximum of Rs.1,51,000 per annum per family in case of their clients who are individuals and Hindu Undivided Family(HUF). The fee limit shall be revised and announced by RAASB once in three years based on the Cost Inflation Index (CII) after due consultation with SEBI. c. The fee limit does not include statutory charges. d. The fee related provisions^[2] such as fee limit, modes of payment of fees, refund of fees, advance fee, breakage fees shall only be applicable in case of their individual and HUF clients (provided these clients are not accredited investors). These provisions shall not be applicable in case of non-individual clients, accredited investors, and in case of institutional inves....
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....dual client, "family of client"^[4] shall be reckoned as a single client and PAN of all members in "family of client" would jointly and severally be the control record. However, the same shall not be applicable for non- individual clients. g. The dependent family members shall be those members whose assets originate from income of a single entity, i.e., the earning client (individual) in the family. The client shall provide an annual declaration or periodic updation, as the case maybe, in respect of such dependent family members. h. RA shall maintain on record an annual certificate from a member of ICAI/ ICSI/ ICMAI or from an auditor (in case of individual RA)/statutory auditor (in case of a non-individual RA or research entity) confirming compliance with the client-level segregation requirements. Such annual certificate shall be obtained within six months from the end of the financial year starting from for the financial year ending March 31, 2025 and the same shall form part of compliance audit, in terms of regulation 25(3) of the RA Regulations. i. RAs providing research services exclusively to institutional clients and accredited investors may not be....
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....e requirements by disclosing the aforesaid terms and conditions and obtain their consent on or before the date of renewal of subscription/agreement of research services or on or before the due date of charging/collection of fees from the client for continuation of the existing subscription/agreement, whichever is earlier. 1.13 KYC Requirements and maintenance of record a. As provided under Regulation 25(1) of RA Regulations, RA or research entity shall follow the KYC procedure for their fee paying clients and maintain KYC records for their clients as specified by SEBI from time to time. Regulation 25(1) of RA Regulations also provides that RA or research entity shall maintain the records with respect to its interaction with clients. In this regard, it is clarified that- b. RA shall maintain records of interactions, with all clients including prospective clients (prior to onboarding), where any conversation related to its services has taken place inter alia, in the form of: (i) Physical record written & signed by client, (ii) Telephone recordings (iii) Email from registered email id, (iv) Record of SMS messages, (v) A....
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....nts under this clause starting with for audit report of the financial year ending March 31, 2025. 1.15 Requirement of website and the details on the website In terms of Regulation 19A of RA Regulations, a Research analyst or research entity shall maintain a functional website and shall contain the details as may be specified by SEBI. RA/research entity shall confirm the details of its website to RAASB and compliance with requirements under this clause by June 30, 2025. 2. Procedural Guidelines for Proxy Advisors^[6] 2.1 Regulation 24(2) read with regulation 23(1) of the Securities and Exchange Board of India (Research Analyst) Regulations, 2014 ('the Regulations') mandates proxy advisors to abide by Code of Conduct specified therein. It is decided that proxy advisors shall also comply with the following procedural guidelines: a) Proxy Advisors shall formulate the voting recommendation policies and disclose the updated voting recommendation policies to its clients. Proxy Advisors shall ensure that the policies should be reviewed at least once annually. The voting recommendation policies shall also disclose the circumstances when not to provide a voting r....
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....RVISION OF RESEARCH ANALYSTS 3. Framework for administration and supervision of Research Analysts^[10] Background 3.1. In terms of Regulation 38A of the 'SECC Regulations'^[11] notified on April 26, 2024, a recognised Stock Exchange may undertake the activities of administration and supervision over specified intermediaries on such terms and conditions and to such an extent as may be specified. Accordingly, Stock Exchange shall now be recognised as RAASB^[12] and IAASB^[13] under Regulation 14 of the 'RA Regulations'^[14] and 'IA Regulations'^[15] for administration and supervision of Research Analysts ('RAs') and Investment Advisers ('IAs') respectively. The detailed framework for RAASB and IAASB is specified in Annexure C. 3.2. As per clause (xi) of Regulation 6 of RA Regulations and clause (n) of Regulation 6 of IA Regulations, an applicant seeking registration as RA and IA is required to be enlisted with RAASB and IAASB respectively. The provisions governing enlistment including enlistment of existing RAs/IAs and of applicants whose registration applications are under process as on the effective date of this circular are speci....
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....hall not exceed the total fees payable prior to abovementioned amendment. The fee structure shall thus be fee neutral to the applicants/RAs. 4.6. In respect of grant of registration as RA for applications received before July 25, 2024, the registration fee shall be received by SEBI as per the erstwhile fee structure. 4.7. The other terms and conditions as specified in the SEBI circular SEBI/HO/MIRSD/MIRSD-SEC-3/P/CIR/2024/34 dated May 2, 2024 shall continue to apply. III. INVESTOR COMPLAINTS 5. Grievance Resolution between listed entities and proxy advisers ^[17] 5.1. Regulation 4(2)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR Regulations') casts certain obligations on listed entities to protect and facilitate the exercise of the rights of shareholders, including: a) right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes, b) opportunity to participate effectively and vote in general shareholder meetings, c) effective shareholder participation in key corporate governance decisions, such as the nomin....
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....also write to any of the offices of SEBI. For any queries, feedback or assistance, please contact SEBI Office on Toll Free Helpline at 1800 22 7575 / 1800 266 7575. 6.3. Research analysts are also advised to refer to the following circulars on the redressal of investor grievances through the SEBI Complaints Redressal System (SCORES) platform and Online Dispute Resolution (ODR) Platform. i. Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 issued by SEBI on the 'Redressal of investor grievances through the SEBI Complaint Redressal(SCORES) Platform and linking it to Online Dispute Resolution platform' at the following link: https://www.sebi.gov.in/legal/circulars/sep-2023/redressal-of-investor-grievances-through-the-sebi-complaint-redressal-scores-platform-and- linking-it-to-online-dispute-resolution-platform_77159.html ii. Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated December 20, 2023 issued by SEBI on 'Online Resolution of Disputes in the Indian Securities Market' at the following link: https://www.sebi.gov.in/legal/master-circulars/dec-2023/master-circular-for-online-resolution-of-dispu....
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....onitoring through direct control and supervision protocol mechanisms while keeping the critical data within the legal boundary of India. 8.4. The compliance of the advisory shall be reported half yearly by research analysts to SEBI with an undertaking, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made." V. MISCELLANEOUS 9. Procedure for seeking prior approval for change in control^[22] 9.1. Regulation 24(3) of the Regulations provide that research analyst or research entity shall obtain prior approval of SEBI in case of change in control. 9.2. To streamline the process of providing approval to the proposed change in control of research analyst or research entity (hereinafter referred as intermediary or applicant), it has been decided as under: i) The Intermediary shall make an online application to RAASB/SEBI for prior approval. ii) The online application shall be accompanied by the following information/declaration/undertaking about itself, the acquirer(s)/the person(s) who shall have the control and the directors/partners of the acquirer(s)/ the per....
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....s of providing approval to the proposed change in control of an intermediary in matters which involve scheme(s) of arrangement which needs sanction of the National Company Law Tribunal (NCLT) in terms of the provisions of the Companies Act, 2013, the following has been decided: i) The application seeking approval for the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT. ii) Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI; iii) The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT. iv) Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of clause 9.2 along with the following documents to SEBI for final approval: a. Copy of the NCLT Order approving the scheme; b. Copy of the approved scheme; c. Statement explaining modifications, if any, in the approved scheme vis-à-vis the draft scheme and the reasons for the same; and ....
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..... However, if a new partner is inducted in the firm, then the same would be considered as a change in control, requiring fresh registration and prior approval of SEBI. b. Transmission of ownership interest in case of partnership firm: Where the partnership deed contains a clause that in case of death of a partner, the legal heir(s) of deceased partner be admitted, then the legal heir(s) may become the partner (s) of the partnership firm. In such scenario the partnership firm is reconstituted. Bequeathing of partnership right to legal heir(s) by way of transmission shall not be considered as change in control. 10.4. Incoming entities/ shareholders becoming part of controlling interest in the intermediary pursuant to transfer of shares from immediate relative / transmission of shares (immediate relative or not), need to satisfy the fit and proper person criteria stipulated in Schedule II of SEBI (Intermediaries) Regulations, 2008. 11. Advertisement code and usage of brand name/trade name ^[24] 11.1. Research Analysts shall ensure compliance with the advertisement code as prescribed below: a. Forms of communication: i. Advertisement shall include al....
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....y body, if any and standard disclaimer are not mentioned, then official website hyperlink should be provided in such SMS/Message/Pop-up, etc. and the website must contain all such details. vii. In case any specific security/securities are displayed in the advertisement as examples, disclaimer that "The securities quoted are for illustration only and are not recommendatory" should be mentioned. viii. Advertisements and communications/correspondences with clients shall include the disclaimer that "Registration granted by SEBI, enlistment with BSE and certification from NISM in no way guarantee performance of the intermediary or provide any assurance of returns to investors." c. Prohibitions in the advertisement: The advertisement shall not contain: i. Anything which is prohibited for publication under the law. ii. Statements which are false, misleading, biased or deceptive, based on assumptions or projections. iii. Any misleading or deceptive testimonials. iv. Statements which, directly or by implication or by omission, may mislead the investor. v. Any statement likely to be misunderstood or likely to di....
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....concerned and issuing advertisement wherein the RA has been named in the advertisement. v. Copy of the advertisement shall be retained by RA for a period of five years in terms of Regulation 25(2) of SEBI (Research Analysts) Regulations, 2014. vi. Any additional guidelines as may be specified by SEBI or SEBI recognized supervisory body, if any, from time to time. 11.2. In order to ensure the transparency in usage of brand name/trade name/logo, RA shall ensure that: i. The information such as name of the RA as registered with SEBI, its logo, its registration number and its complete address with telephone numbers shall be prominently displayed on portal/web site, if any, notice board, display boards, advertisements, publications, know your client forms and client agreements, if any. ii. The information such as name of the RA as registered with SEBI, its logo, its registration number, its complete address with telephone numbers, the name of the compliance officer, his telephone number and e-mail address, the name, telephone number and e-mail address of the grievance officer or the grievance redressal cell shall be displayed prominently in stateme....
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....which can be caused by circulation of unauthenticated news or rumours. It is a well established fact that market rumours can do considerable damage to the normal functioning and behaviour of the market and distort the price discovery mechanisms. 13.2. In view of the above facts, SEBI Registered Market Intermediaries are directed that: i. Proper internal code of conduct and controls should be put in place. ii. Employees/temporary staff/voluntary workers etc. employed/working in the Offices of market intermediaries do not encourage or circulate rumours or unverified information obtained from client, industry, any trade or any other sources without verification. iii. Access to Blogs/Chat forums/Messenger sites etc. should either be restricted under supervision or access should not be allowed. iv. Logs for any usage of such Blogs/Chat forums/Messenger sites (called by any nomenclature) shall be treated as records and the same should be maintained as specified by the respective Regulations which govern the concerned intermediary. v Employees should be directed that any market related news received by them either in their official mail/pers....
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.... that they can experiment with FinTech solutions in a live environment and on limited set of real users for a limited time frame. 15.2. The guidelines pertaining to the functioning of the Regulatory Sandbox are provided vide SEBI Circular No. SEBI/HO/ITD/ITD/CIR/P/2021/575 dated June 14, 2021 and SEBI/HO/MIRSD/MIRSD_IT/P/CIR/2021/0000000658 dated November 16, 2021 which are available at the links below: https://www.sebi.gov.in/legal/circulars/jun-2021/revised-framework-for-regulatory-sandbox50521.html and https://www.sebi.gov.in/legal/circulars/nov-2021/framework-for-regulatory-sandbox53982.html 16. General Guidelines for dealing with Conflicts of Interest of intermediaries and their Associated Persons in Securities Market.^[30] 16.1. All intermediaries are presently governed by the provisions for avoidance of conflict of interest as mandated in the regulations read with relevant circulars issued from time to time by SEBI. On the lines of Principle 8 of the International Organisation of Securities Commissions (IOSCO) Objectives and Principles of Securities Regulations, it has been decided to put in place comprehensive guidelines to collectively cover such intermed....
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....ncourages sale of products not suiting the risk profile of their clients; xii. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest; 16.5. The Boards of intermediaries shall put in place systems for implementation of the aforementioned guidelines and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. The Boards shall review the compliance of the above guidelines periodically. 16.6. The said guidelines shall be in addition to the provisions, if any, contained in respective regulations/ circulars issued by the Board from time to time regarding dealing with conflict of interest, in respect of intermediaries. 17. Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market^[31] 17.1. Research Analysts are advised to make note of the following: "As far as the data provided by various data sources in Indian securities markets pursuant to regulatory mandates for reporting and disclosure in public domain are concerned, such data should be made available to u....
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.... 94096.html 20. Association of persons regulated by the Board and their agents with certain persons ^[32] 20.1. RAs shall comply with the provisions on association of persons regulated by the Board and their agents with certain persons. 20.2. Securities and Exchange Board of India (Intermediaries) (Amendment) Regulations, 2024, Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Fourth Amendment) Regulations, 2024 and Securities and Exchange Board of India (Depositories and Participants) (Second Amendment) Regulations, 2024 have been notified by SEBI on August 29, 2024. 20.3. These regulations inter alia provide that persons regulated by the Board (including recognised stock exchanges, clearing corporations and depositories), and agents of such persons shall not have any direct or indirect association with another person who- (i) provides advice or any recommendation, directly or indirectly, in respect of or related to a security or securities, unless the person is registered with or otherwise permitted by the Board to provide such advice or recommendation; or (ii) makes any claim, of returns or performance expressly or impli....
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....ed-activities 91356.html. 21. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) Regulation 16D and 16E of the 'Securities and Exchange Board of India (Intermediaries) Regulations, 2008' ("Intermediaries Regulations"), provide for verification of risk and return metrics by a Past Risk and Return Verification Agency ("PaRRVA"). In this regard, RAs are advised to refer to Circular no. SEBI/HO/MIRSD/MIRSD-POD/P/CIR/2025/51 dated April 4, 2025 on 'Recognition and operationalization of Past Risk Return Verification Agency (PaRRVA)' available at: https://www.sebi.gov.in/legal/circulars/apr- 2025/recognition-and-operationalization-of-past-risk-and-return-verification- agency-parrva- 93321.html 22. Cybersecurity and Cyber Resilience Framework (CSCRF) RAs are advised to refer to the following circulars for compliance with respect to Cybersecurity and Cyber Resilience Framework (CSCRF): i. Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2024/113 dated August 20, 2024 on 'Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities(REs)' available at: https://www.sebi.gov.in/legal/circulars/aug-....
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....equired to submit the periodic report in the specified format. Research analysts shall submit the period report to RAASB in a format as notified by RAASB in consultation with SEBI. Proxy advisers shall submit the periodic report in a format provided at Annexure I. RAs/PAs shall submit periodic report for half-yearly periods ending on September 30 and March 31 of every financial year, within 30 days from the end of the respective half-yearly period for which details are to be furnished^[34] 2. Undertaking on compliance of the advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions to be submitted half yearly: The compliance of the advisory shall be reported by research analysts to SEBI with an undertaking, "Compliance of the SEBI circular for Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions has been made." 3. Annual audit report and adverse findings, if any: In terms of regulation 25(3) of RA Regulations, research analyst or research entity shall conduct annual audit in respect of compliance with RA regulations and circulars issued thereunder from a member of....
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....cing to be done at such intervals as the RA deems appropriate. The opinion of the RA on any constituent securities forming part of the model portfolio shall not be contrary to its opinion on each of such securities individually. Model portfolio report shall include a 'factsheet' setting out the basic information on the model portfolio. A model portfolio report must contain disclosures, rationale, methodology, launch date, update date and type of model portfolio contained therein. ii. Methodology: Model portfolio report shall define and discuss the framework including underlying universe for stock selection and shall be labelled to indicate the type of underlying universe of securities (such as large caps, mid- caps, multi caps, etc.) or an underlying theme (such as Make in India, Defence, etc.) or a sector (such as Auto, Textile, etc.). Model portfolio report shall define and discuss in detail the methodology for selection of constituent securities in the model portfolio such as fundamental analysis, technical analysis etc. and the parameters therein. iii. Labelling: Model portfolio should be 'true to label' and should be named in a manner....
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....nd all the applicable rules and regulations of SEBI, including the RA Regulations and relevant notifications of Government, as may be in force, from time to time. 3. Client Information and KYC: The client shall furnish all such details in full as may be required by the RA in its standard form with supporting details, if required, as may be made mandatory by RAASB/SEBI from time to time. RA shall collect, store, upload and check KYC records of the clients with KYC Registration Agency (KRA) as specified by SEBI from time to time. 4. Standard Terms of Service: The consent of client shall be taken on the following understanding: "I / We have read and understood the terms and conditions applicable to a research analyst as defined under regulation 2(1)(u) of the SEBI (Research Analyst) Regulations, 2014, including the fee structure. I/We are subscribing to the research services for our own benefits and consumption, and any reliance placed on the research report provided by research analyst shall be as per our own judgement and assessment of the conclusions contained in the research report. I/We understand that - i. Any investment made based on th....
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....egistration of RA by SEBI and shall refund the residual amount to the client. In case of suspension of certificate of registration of the RA for more than 60 (sixty) days or cancellation of the RA registration, RA shall refund the fees, on a pro rata basis for the period from the effective date of cancellation/ suspension to end of the subscription period. 9. Grievance redressal and dispute resolution: Any grievance related to (i) non- receipt of research report or (ii) missing pages or inability to download the entire report, or (iii) any other deficiency in the research services provided by RA, shall be escalated promptly by the client to the person/employee designated by RA, in this behalf (RA to provide name and e-mail ID of the designated person/employee). The RA shall be responsible to resolve grievances within 7 (seven) business working days or such timelines as may be specified by SEBI under the RA Regulations. RA shall redress grievances of the client in a timely and transparent manner. Any dispute between the RA and his client may be resolved through arbitration or through any other modes or mechanism as specified by SEBI from time to time. 10. Additiona....
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....e RA will endeavor to promptly inform the client of any conflict of interest that may affect the services being rendered to the client. vi. Any assured/guaranteed/fixed returns schemes or any other schemes of similar nature are prohibited by law. No scheme of this nature shall be offered to the client by the RA. vii. The RA cannot guarantee returns, profits, accuracy, or risk-free investments from the use of the RA's research services. All opinions, projections, estimates of the RA are based on the analysis of available data under certain assumptions as of the date of preparation/publication of research report. viii. Any investment made based on recommendations in research reports are subject to market risks, and recommendations do not provide any assurance of returns. There is no recourse to claim any losses incurred on the investments made based on the recommendations in the research report. Any reliance placed on the research report provided by the RA shall be as per the client's own judgement and assessment of the conclusions contained in the research report. ix. The SEBI registration, Enlistment with RAASB, and NISM certification do ....
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....quate office space, equipment and manpower to effectively discharge the responsibilities of RAASB/ IAASB. Infrastructure may be shared with other group entities where required. 2.3. The stock exchange recognised as RAASB/IAASB shall put in place systems/ processes for maintaining database of RAs/lAs, sharing of information with SEBI and discharging the responsibilities of RAASB/ IAASB. 2.4. RAASB and IAASB shall constitute an internal committee to oversee the activities of administration and supervision of RAs and IAs. The committee shall periodically review the performance of the stock exchange as RAASB/ IAASB and make recommendations to SEBI. The constitution of the committee shall be as follows: (i) Public Interest Directors shall form the majority of the committee; (ii) A maximum of two key management personnel of the stock exchange can be on the committee; (iii) The committee shall also include independent external persons representing RAs, IAs and proxy advisors, with minimum one representative for each segment. 3. Responsibilities of SEBI and RAASB/ IAASB: 3.1. The core functions relating to registration, enforcement a....
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.... periodical reports to SEBI 8. Collection and administration of fees. Activities pertaining to supervision: 9. Monitoring the activities of RAs/IAs by obtaining Annual Compliance Audit Report and other periodic/ad-hoc reports covering general details of RAs/IAs, details of customer complaints, details of clients, etc. 10. Monitoring compliance of regulations/ circulars by Ras/IAs 11. Grievance redressal and Arbitration/ Online Dispute Resolution (ODR) 12. Taking administrative action including imposition of penalties and issuing warning/caution letter 13. Referring to SEBI for enforcement action against RAs/IAs. In addition to the above, the recognised RAASB/IAASB may be assigned with onsite/offsite inspection of RAs/IAs, to be done on behalf of/concurrently with SEBI and any other activity as may be specified by SEBI. 4. Enlistment of RAs/lAs with RAASB/IAASB: 4.1. Amendments have been made to RA/IA Regulations to provide for 'enlistment' of RAs/lAs with RAASB/IAASB in place of the earlier provision of 'membership' of RAs/lAs with RAASB/IAASB. Under the amended regulations, an applicant s....
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....r RAASB and IAASB through periodical reports and inspection regarding administration and supervision of RAs and IAs. ANNEXURE D INVESTOR CHARTER FOR RAS A. Vision and Mission Statements for investors • Vision Invest with knowledge & safety. • Mission Every investor should be able to invest in right investment products based on their needs, manage and monitor them to meet their goals, access reports and enjoy financial wellness. B. Details of business transacted by the Research Analyst with respect to the investors • To publish research report based on the research activities of the RA • To provide an independent unbiased view on securities. • To offer unbiased recommendation, disclosing the financial interests in recommended securities. • To provide research recommendation, based on analysis of publicly available information and known observations. • To conduct audit annually • To ensure that all advertisements are in adherence to the provisions of the Advertisement Code for Research Analysts. • To maintain records of interactions, with ....
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....n case of any grievance / complaint, an investor may approach the concerned Research Analyst who shall strive to redress the grievance immediately, but not later than 21 days of the receipt of the grievance. Mode of filing the complaint on SCORES or with Research Analyst Administration and Supervisory Body (RAASB) i. SCORES 2.0 (a web based centralized grievance redressal system of SEBI for facilitating effective grievance redressal in time-bound manner) (https://scores.sebi.gov.in) Two level review for complaint/grievance against Research Analyst: • First review done by designated body (RAASB) • Second review done by SEBI ii. Email to designated email ID of RAASB 2. If the Investor is not satisfied with the resolution provided by the Market Participants, then the Investor has the option to file the complaint/ grievance on SMARTODR platform for its resolution through online conciliation or arbitration. With regard to physical complaints, investors may send their complaints to: Office of Investor Assistance and Education, Securities and Exchange Board of India, SEBI Bhavan, Plot No. ....
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....check for the research recommendation provided by your Research Analyst. vii. Ask all relevant questions and clear your doubts with your Research Analyst before acting on recommendation. viii. Seek clarifications and guidance on research recommendations from your Research Analyst, especially if it involves complex and high risk financial products and services. ix. Always be aware that you have the right to stop availing the service of a Research Analyst as per the terms of service agreed between you and your Research Analyst. x. Always be aware that you have the right to provide feedback to your Research Analyst in respect of the services received. xi. Always be aware that you will not be bound by any clause, prescribed by the research analyst, which is contravening any regulatory provisions. xii. Inform SEBI about Research Analyst offering assured or guaranteed returns. • Don'ts i. Do not provide funds for investment to the Research Analyst. ii. Don't fall prey to luring advertisements or market rumors. iii. Do not get attracted to limited period discount or other incentive, gifts....
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....Sr. No. Year Carried forward from previous year Received Resolved* Pending# 1 2021-22 2 2022-23 3 2023-24 4 20XX-XX Grand Total * Inclusive of complaints of previous years resolved in the current year. # Inclusive of complaints pending as on the last day of the year. ANNEXURE F ADVISORY FOR FINANCIAL SECTOR ORGANIZATIONS REGARDING SOFTWARE AS A SERVICE (Saas) BASED SOLUTION TLP:AMBER CERT-Fin Advisory- 201155100308 Advisory for Financial Sector Organisations - RBI and SEBI Overview It has been learnt that some of the financial sector institutions are availing or thinking of availing Software as a Service (Saas) based solution for managing their Governance, Risk & compliance (GRC) functions so as to improve their cyber security posture. Many a time the risk & compliance data of the institution moves cross border beyond the legal and jurisdictional boundary of India due to the nature of shared cloud SaaS. Whil....
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.... M/s. (Name of the intermediary/the acquirer/person who shall have the control). hereby declare and undertake the following with respect to the application for prior approval for change in control of (name of the intermediary along with the SEBI registration no.): 1. The applicant/intermediary (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or intermediary, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the 'fit and proper person' criteria) are fit and proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008. 2. We bear integrity, honesty, ethical behaviour, reputation, fairness and character. 3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule Il of SEBI (Intermediaries) Regulations, 2008 i.e. (i) No criminal complaint or information under section 154....
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....hose activities can be appropriately outsourced. The Board / partners (as the case may be) {hereinafter referred to as the "the Board"} of the intermediary shall have the responsibility for the outsourcing policy and related overall responsibility for activities undertaken under that policy. 1.1. The policy shall cover activities or the nature of activities that can be outsourced, the authorities who can approve outsourcing of such activities, and the selection of third party to whom it can be outsourced. For example, an activity shall not be outsourced if it would impair the supervisory authority's right to assess, or its ability to supervise the business of the intermediary. The policy shall be based on an evaluation of risk concentrations, limits on the acceptable overall level of outsourced activities, risks arising from outsourcing multiple activities to the same entity, etc. 1.2. The Board shall mandate a regular review of outsourcing policy for such activities in the wake of changing business environment. It shall also have overall responsibility for ensuring that all ongoing outsourcing decisions taken by the intermediary and the activities undertaken ....
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....oard wherever felt necessary. The intermediary shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations. 3. The intermediary shall ensure that outsourcing arrangements neither diminish its ability to fulfill its obligations to customers and regulators, nor impede effective supervision by the regulators. 3.1. The intermediary shall be fully liable and accountable for the activities that are being outsourced to the same extent as if the service were provided in- house. 3.2. Outsourcing arrangements shall not affect the rights of an investor or client against the intermediary in any manner. The intermediary shall be liable to the investors for the loss incurred by them due to the failure of the third party and also be responsible for redressal of the grievances received from investors arising out of activities rendered by the third party. 3.3. The facilities / premises / data that are involved in carrying out the outsourced activity by the service provider shall be deemed to be those of the registered intermediary. The intermediary itself and Regulator or the ....
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....y, including indemnity by the parties; 5.2.3. provides for the liability of the third party to the intermediary for unsatisfactory performance/other breach of the contract 5.2.4. provides for the continuous monitoring and assessment by the intermediary of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the intermediary to retain an appropriate level of control over the outsourcing and the right to intervene with appropriate measures to meet legal and regulatory obligations; 5.2.5. includes, where necessary, conditions of sub-contracting by the third-party, i.e. the contract shall enable intermediary to maintain a similar control over the risks when a third party outsources to further third parties as in the original direct outsourcing; 5.2.6. has unambiguous confidentiality clauses to ensure protection of proprietary and customer data during the tenure of the contract and also after the expiry of the contract; 5.2.7. specifies the responsibilities of the third party with respect to the IT security and contingency plans, insurance cover, business continuity and disaste....
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.... shall, therefore, seek to ensure that third party maintains appropriate IT security and robust disaster recovery capabilities. 6.4. Periodic tests of the critical security procedures and systems and review of the backup facilities shall be undertaken by the intermediary to confirm the adequacy of the third party's systems. 7. The intermediary shall take appropriate steps to require that third parties protect confidential information of both the intermediary and its customers from intentional or inadvertent disclosure to unauthorised persons. 7.1. An intermediary that engages in outsourcing is expected to take appropriate steps to protect its proprietary and confidential customer information and ensure that it is not misused or misappropriated. 7.2. The intermediary shall prevail upon the third party to ensure that the employees of the third party have limited access to the data handled and only on a "need to know" basis and the third party shall have adequate checks and balances to ensure the same. 7.3. In cases where the third party is providing similar services to multiple entities, the intermediary shall ensure that adequate care is ta....
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....Managing Partner Name PAN Date of Birth (DD/MM/YYYY) DIN (not applicable for partnership) Mobile Email id 19 Details of other directors/ partners (List of directors/partners) Director-1/ Partner-1 Director-2/ Partner-2 Director-3/ Partner-3 Name PAN Date of Birth (DD/MM/YYYY) DIN (not applicable for partnership) 20 Shareholding Pattern (provide details of shareholders having a holding of 10% or more) Shareholder-1 Shareholder-2 Shareholder-3 Name of shareholder No. of shares % of shareholding 21 Details of last inspection Date of inspection (DD/MM/YYYY) Period of Inspection Any adverse remarks of inspection Remedial steps taken to address adverse remarks 22 Numb....
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....rs 12 SEBI/HO/IMD/IMD-IICIS/P/CIR/2021/0685 13-Dec-21 Publishing of Investor Charter and disclosure of Investor Complaints by Research Analysts on their websites/mobile applications 13 SEBI/HO/DEPA-III/DEPA-III_SSU/P/CIR/2022/25 25-Feb-22 Approach to securities market data access and terms of usage of data provided by data sources in Indian securities market 14 SEBI/HO/MIRSD/MIRSD-POD-2/P/CIR/2022/163 28-Nov-22 Procedure for seeking prior approval for change in control 15 SEBI/HO/MIRSD/MIRSD-PoD-2/P/CIR/2023/51 05-Apr-23 Advertisement code for Investment Advisers (IA) and Research Analysts (RA) 16 SEBI/HO/MIRSD/MIRSD-PoD-2/P/CIR/2023/52 06-Apr-23 Usage of brand name/trade name by Investment Advisers (IA) and Research Analysts (RA) 17 SEBI/HO/MIRSD/MIRSD-SEC-3/P/CIR/2024/34 02-May-24 Framework for administration and supervision of Research Analysts and Investment Advisers 18 SEBI/HO/MRD/MRD-POD-3/P/CIR/2024/56 24-May-24 Norms for sharing of real time price data to third parties 19 SEBI/HO/MIRSD/SECFATF/P/CIR/2024/79 06-Jun-24 Uploading of KYC information by KYC Registration Agencies (KRAs....
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....34 SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/60 30-Apr-25 Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) 35 SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 23-May-25 Accessibility and Inclusiveness of Digital KYC to Persons with Disabilities 36 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/81 02-Jun-25 Investor Charter for Research Analysts 37 SEBI/HO/DEPA-II/DEPA-I_SRG/P/CIR/2025/86 11-Jun-25 Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors [1] Circular No. SEBI/HO/MIRSD/ MIRSD-POD-1/P/CIR/2025/004 dated January 08, 2025 [2] Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/48 dated April 02, 2025 [3] "Group" and "family of an individual research analyst" shall be as per Regulation 26C(3)(iii) and Regulation 2(1)(fb) respectively of the RA regulations [4] "Family of client" shall be as per as per Regulation 2(1)(fc) of the RA regulations [5] Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/20 dated February 17, 2025. [6] Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/147 dated August 03, 2020. [7]....