TaxTMI 
TaxTMI 
Master Circular for Research Analysts
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....purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; b) Any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; c) The previous operation of the rescinded circulars or anything done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force. 5. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the dev....
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....nder 44 19. Know Your Client (KYC) Requirements 44 20. Relaxation on geo tagging requirement in India for NRIs while undertaking re-KYC 45 21. Association of persons regulated by the Board and their agents with certain persons 45 22. Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 47 23. Interim arrangement for certified past performance of Research Analysts prior to operationalisation of Past Risk and Return Verification Agency ("PaRRVA") 47 24. Cybersecurity and Cyber Resilience Framework (CSCRF) 49 25. Norms for sharing of real time price data to third parties 50 26. Adoption of Standardised, Validated and Exclusive UPI IDs for Payment Collection by SEBI Registered Intermediaries from Investors 51 27. Rights of Persons with Disabilities Act, 2016 and rules made thereunder- mandatory compliance by all Regulated Entities 51 28. Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts 52 VI. REPORTING REQUIREMENTS 29. Periodic reporting by Research Analysts 53 30. Undertaking on compliance of the advis....
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.... research analyst or individual employed as research analyst or persons associated with research services or partners of a research analyst, if any, engaged in research services. In this regard, for sake of clarity, it has been specified that the applicants who meet the qualification criteria provided under Regulation 7(1)(b) shall not be required to obtain initial entry level certification (as applicable for applicants with other qualifications) from NISM or from any other organization or institution accredited by NISM. However, as provided under Regulation 7(3), such persons shall be required to obtain relevant renewal certification from NISM or from any other organization or institution accredited by NISM, within three years from the date of registration certificate. 1.2 Deposit requirement^[2]: a. As per Regulation 8 of the RA Regulations, a research analyst shall maintain a deposit of such sum, as specified by SEBI from time to time. In this regard, it is specified that an RA shall maintain the deposit in the form of units of liquid mutual fund or an overnight mutual fund or as a deposit maintained with a scheduled bank. The deposit requirements shall be b....
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....ent/person in respect of any products/ assets for investment purposes. b. An applicant engaged in any activity or business or employment permitted by any financial sector regulator or an activity under the purview of statutory self- regulatory organisations such as Institute of Chartered Accountants of India ('ICAI'), Institute of Company Secretaries of India (ICSI), Institute of Cost Accountants of India (ICMAI) etc. shall be considered eligible for registration as part-time RA. c. In terms of regulation 2(1) (u) read with regulation 7 of RA Regulations, Part- time RAs shall be required to have similar qualification and certification requirements prescribed under RA regulations for full-time RAs. d. Part-time RA shall provide an undertaking stating that it shall maintain arms- length relationship between its activity as RA and other activities and shall ensure that its research services are clearly segregated from all its other activities at all stages of client engagement. e. Part-time RA shall provide disclaimer prominently (minimum 10 font size) and attracting the attention of the investor while providing their other service/raising i....
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....s engaged in a business/activity of providing advice/recommendations on assets such as gold, real estate, cryptocurrency etc., it shall not be considered eligible for registration as part-time RA. Example/Illustration 3: Who is required to register as part-time RA? If a CA for the purpose of tax planning/tax filing provides advice/recommendation on securities as asset class to its clients as an incidental advice to its primary activity, it is not required to get registered as a part-time RA. However, if a CA is providing security-specific recommendation to its clients which is not investor specific, even though as part of tax planning/tax filing, it is required to seek registration as part-time RA. 1.5 Designation as 'principal officer': a. Regulation 2(1)(oa) of RA Regulations provides that in case of non-individual research analyst being a partnership firm, one of the partners shall be designated as its principal officer. It further provides that in case no partner of the partnership firm registered as a research analyst has minimum qualification and certification requirements provided under the RA Regulations, it shall apply for reg....
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....nt of use of Artificial Intelligence tools in providing research services. b. A research analyst or research entity shall provide the disclosure of the extent of use of artificial intelligence tools by them in providing research services to their clients at the time of disclosing the terms and conditions of the research services to the client and make such additional disclosure whenever required. 1.8 Research services provided by research analyst or research entity a. In terms of Regulation 20(4) of RA Regulations, research services provided by RA or research entity shall be corroborated by research report containing the relevant data and analysis forming the basis for such research service. RA or research entity shall maintain record of such research report. b. In terms of Regulation 2(1)(u) read with Regulation 2(1)(fa) of RA Regulations, research analyst means a person providing research services 'for consideration' wherein consideration shall include direct or indirect consideration in any form whether from client or otherwise for providing research services. In this regard, it is clarified that the research services being provided by resea....
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.... by RA to the client shall also include fee limits, agreed fees for research services and guidance on the optional 'Centralised Fee Collection Mechanism for IA and RA' (CeFCoM). 1.10 Client level segregation of research and distribution activities To ensure client level segregation at research analyst's or research entity's group/family^[4] level as per Regulation 26C(5) of RA Regulations, following compliance and monitoring process shall be adopted: a. Existing clients, who wish to avail services of the RA, will not be eligible for availing distribution services within the group/family of the RA. Similarly, existing clients who wish to take distribution services will not be eligible for availing research services within the group/family of the RA. b. A new client will be eligible to avail either research services or distribution services within the group/family of RA. However, the option to avail either research services or distribution services shall be made available to such client at the time of on-boarding. c. "Client" under these guidelines shall include individual client or non-individual client. d. The client shall h....
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....n Annexure-A. c. RAs engaged in providing model portfolio (s) to their clients shall ensure compliance with the model portfolio guidelines latest by June 30, 2025. d. Compliance with audit requirement under regulation 25(3) of the RA Regulations shall also cover compliance with obligations set out under the model portfolio guidelines. 1.12 Disclosure of terms and conditions to the client a. Regulation 24(6) of the RA Regulations provides that while providing the research services, RA or research entity shall disclose the terms and conditions of research services to the client and take consent of the client on such terms and conditions. b. RA or research entity shall ensure that neither any research service is rendered nor any fee is charged until consent is received from the client on the terms and conditions. c. The minimum mandatory terms and conditions to be disclosed by RA or research entity are provided in Annexure-B. d. The terms and conditions shall also include the Most Important Terms and Conditions (MITC)^[6] to be disclosed by RAs/research entity. e. Consent of client to terms and conditions of the service....
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....search entity shall - (i) complete the annual compliance audit within six months from the end of each financial year and submit a compliance audit report to RAASB/SEBI within a period of one month from the date of the audit report. (ii) submit adverse findings of audit, if any, along with action taken thereof duly approved by the individual RA or management of non-individual RA or research entity to RAASB/SEBI within a period of one month from the date of the audit report but not later than October 31st of each year for the previous financial year; and (iii) maintain on record an annual certificate from a member of ICAI/ ICSI/ ICMAI or from an auditor confirming compliance with client level segregation requirements. Such annual certificate shall form part of the compliance audit. d. RA/research entity shall publish the status of the compliance audit report on its website and shall also publish the adverse findings of audit, if any, along with the action taken thereof on its website. RA/research entity shall provide the compliance audit report to its clients. e. RA/research entity shall ensure compliance with the additional audit requirem....
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....t with its remarks, as considered appropriate. f) Proxy Advisors shall clearly disclose in their recommendations the legal requirement vis-a-vis higher standard they are suggesting if any, and the rationale behind the recommendation of higher standards. g) Proxy Advisors shall disclose conflict of interest on every specific document where they are giving their advice. Further, the disclosures should especially address possible areas of potential conflict and the safeguards that have been put in place to mitigate possible conflicts of interest. h) Proxy Advisors shall establish clear procedures to disclose, manage and/or mitigate any potential conflicts of interest resulting from other business activities including consulting services, if any, undertaken by them and disclose the same to clients. 2.2 The provisions of Clause 2.1(c) and 2.1(e) became applicable with effect from February 01, 2021.^[9] All other provisions of clause 2.1 became applicable with effect from January 01, 2021.^[10] II. ADMINISTRATION AND SUPERVISION OF RESEARCH ANALYSTS 3. Framework for administration and supervision of Research Analysts ^[11] Background 3.1. In term....
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.... July 25, 2024. Formulation of bye-laws, SOPs, FAQs etc. by RAASB/IAASB 4.2. BSE shall formulate bye-laws with respect to its activities as RAASB and IAASB and shall issue circulars, Standard Operating Procedures (SOPs), Frequently Asked Questions (FAQs), etc. to provide guidance and ensure smooth adoption of the RAASB and IAASB framework by RAs and IAs. Administrative fees payable to RAASB/IAASB 4.3. Applicants seeking registration/renewal as RA/IA shall be liable to pay administrative fees, as specified by RAASB/IAASB. 4.4. The fees payable to SEBI by RAs/applicants seeking registration as RA were revised by way of amendment to the RA Regulations and came into effect from July 25, 2024. 4.5. The total fees payable by an applicant/RA towards application, registration and renewal to SEBI and administrative fees to RAASB for the respective period shall 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. ....
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....anisms available to them through workshops as well as through print and electronic media. 6.2. As an additional measure and for information of all investors who deal/ invest/ transact in the market, the research analysts shall prominently display in their offices the following information about the grievance redressal mechanism available to investors. Dear Investor, In case of any grievance / complaint against the research analyst: • Please contact Compliance Officer of the research analyst (Name and Address) / email-id ([email protected]) and Phone No. - 91- XXXXXXXXXX. • You may also approach CEO / Partner / Proprietor (Name) / email- id (xxx. @email.com) and Phone No. - 91-XXXXXXXXXX. • If not satisfied with the response of the research analyst you can lodge your grievances with SEBI at http://scores.gov.in or you may 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 ....
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.... & Compliance (GRC) functions so as to improve their cyber Security Posture. As observed by MEITy, though SaaS may provide ease of doing business and quick turnaround, but it may bring significant risk to health of financial sector as many a time risk and compliance data of the institution moves beyond the legal and jurisdictional boundary of India due to nature of shared cloud SaaS, thereby posing risk to the data safety and security. 8.2. In this regard, Indian Computer Emergency Response Team (CERT-in) has issued an advisory for Financial Sector organizations. The advisory has been forwarded to SEBI for bringing the same to the notice of financial sector organization. The advisory can be viewed at Annexure F. 8.3. It is advised to ensure complete protection and seamless control over the critical systems at your organizations by continuous monitoring 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 re....
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.... in order to enable them to take informed decision regarding their continuance or otherwise with the new management; and (iii) the 'fit and proper person' criteria as specified in Schedule Il of SEBI (Intermediaries) Regulations, 2008 are complied with. h. In case the incumbent is a registered stock broker, clearing member, depository participant, in addition to the above, it shall obtain approval/NOC from all the stock exchanges/clearing corporations/ depositories, where the incumbent is a member/depository participant and submit self-attested copy of the same to SEBI. iii) The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval within which the applicant shall file application for fresh registration pursuant to change in control. 9.3. To streamline the process 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 propose....
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....l, such transmission or transfer shall be considered as change in control. The legal heir / transferee in such cases is required to obtain prior approval and thereafter fresh registration shall be obtained in the name of legal heir/transferee. 10.3. Transfer /transmission of ownership interest in case of partnership firm type intermediary: Change in partners and their ownership interest of the partnership firm type intermediary shall be dealt in following manner: a. Transfer of ownership interest in case of partnership firm: In case a SEBI registered entity is registered as a partnership firm with more than two partners, then inter-se transfer amongst the partners shall not be construed to be change in control. Where the partnership firm consists of two partners only, the same would stand as dissolved upon the death of one of the partners. 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 ....
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....nd complete in unambiguous and concise language. iii. Standard warning in legible fonts (minimum 10 font size) which states "Investment in securities market are subject to market risks. Read all the related documents carefully before investing.". No addition or deletion of words shall be made to/from the standard warning. iv. In audio-visual media based advertisements, the standard warning in visual media based advertisement and accompanying voice over reiteration shall be audible in a clear and understandable manner. For example, in standard warning both the visual and the voice over reiteration containing 20 words running for at least 10 seconds may be considered as clear and understandable. v. Whenever the advertisement is being issued in a language other than English, it will be ensured that the standard warning is accurately translated in the language of the advertisement. vi. In case the mode of advertisement is SMS/Message/Pop-up, social media etc. and the details such as full name, logo/brand name, full registered office address, SEBI registration number, membership number of a SEBI recognized supervisory body, if any and standard disclai....
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....ns or ascribes any qualitative advantage over other intermediaries directly or indirectly. xii. Reference to past performance or risk-return metrics in respect of the services of Research Analyst unless such risk-return metrics are verified by Past Risk and Return Verification Agency (PaRRVA) and claims using such metrics are made in the manner specified by SEBI. ^[27] xiii. Superlative terms such as "Best", "No. 1", Top Research Analyst, "Leading", "One of the best amongst market leaders", etc. so as to provide any endorsement of quality or standing of the RA. However, factual details of awards received by the RA from independent organizations may be included. xiv. Advertisements shall not include SEBI Logo. d. Other compliances/requirements: i. Prior approval for the advertisement/material shall be obtained from SEBI recognized supervisory body, if any, before issue. ii. In the event of suspension of any RA by SEBI, the RA so suspended shall not issue any advertisement either singly or jointly with any other RA, during the period of suspension. iii. The RA shall not engage in games, leagues, schemes, competitions etc.....
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....ransparent payment ecosystem, consultations were held with relevant stakeholders on the proposal of a separate centralized mechanism for fee collection by IAs and RAs. 12.2. Pursuant to public consultation and various discussions with stakeholders, the "Centralized Fee Collection Mechanism for IA and RA" (CeFCOM) is being operationalized to facilitate collection of fees by registered IAs and RAs from their clients 12.3. Under this mechanism, clients shall pay fees to IAs/RAs, through a designated platform/portal administered by recognized Administration and Supervisory Body (ASB). 12.4. The mechanism has been co-created by BSE Limited with the help of various stakeholders. BSE Limited was advised to specify the operational framework for the mechanism on or before September 23, 2024 and make the mechanism operational from October 01, 2024. 12.5. Though the mechanism is optional, ASB, in the interest of investors, shall take steps to encourage clients and the registered IAs and RAs to avail the services of this mechanism. Registered IAs and RAs shall encourage their clients to use this mechanism. 13. Unauthenticated news circulated by SEBI Registered Market Intermediar....
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....ated with services which the intermediary offers. 14.4. Principles for Outsourcing i. The risks associated with outsourcing may be operational risk, reputational risk, legal risk, country risk, strategic risk, exit-strategy risk, counter party risk, concentration and systemic risk. The principles for outsourcing are given below in Annexure H. 14.5. Activities that shall not be Outsourced: i. The intermediaries desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. An example of core business activity may be - execution of orders and monitoring of trading activities of clients in case of stock brokers. Regarding Know Your Client (KYC) requirements, the intermediaries shall comply with the provisions of SEBI {KYC (Know Your Client) Registration Agency} Regulations, 2011 and Guidelines issued thereunder from time to time. 14.6. Other Obligations: Reporting to Financial Intelligence Unit (FIU) - The intermediaries shall be responsible for reporting of any suspicious transactions / reports to FIU or any other competent authority in respect of activities carried out by the third p....
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....l times maintain high standards of integrity in the conduct of their business; iii. ensure fair treatment of their clients and not discriminate amongst them; iv. ensure that their personal interest does not, at any time conflict with their duty to their clients and client's interest always takes primacy in their advice, investment decisions and transactions; v. make appropriate disclosure to the clients of possible source or potential areas of conflict of interest which would impair their ability to render fair, objective and unbiased services; vi. endeavor to reduce opportunities for conflict through prescriptive measures such as through information barriers to block or hinder the flow of information from one department/ unit to another, etc .; vii. place appropriate restrictions on transactions in securities while handling a mandate of issuer or client in respect of such security so as to avoid any conflict; viii. not deal in securities while in possession of material non published information; ix. not to communicate the material non published information while dealing in securities on behalf of others; x....
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....master-circulars/jun-2024/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-a- 83942.html 19. Know Your Client (KYC) Requirements RAs are advised to refer to the following circular (s)/ master circular (s) for KYC norms: i. Master Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated October 12, 2023 on 'Know Your Client (KYC) norms for securities market' available on SEBI website at: https://www.sebi.gov.in/legal/master- circulars/oct-2023/master-circular-on-know-your-client-kyc-norms-for-the-securities-market 77945.html ii. Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2024/79 dated June 06, 2024 on 'Uploading of KYC information by KYC Registration Agencies (KRAs) to Central KYC records Registry (CKYCRR)' available at: https://www.sebi.gov.in/legal/circulars/jun-2024/uploading-of-kyc-information-by-kyc-registration-agencies-kras-to-central-kyc-records-registry-ckycrr-84006.html iii. Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2025/74 dated May 23, 2025 on 'Accessibility and Inclusiveness of Di....
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....specified digital platform" shall mean digital platform as specified by the Board, which has a mechanism in place to take preventive as well as curative action, to the satisfaction of the Board, to ensure that such a platform is not used for indulging in any activity as referred to in clauses (i) or (ii) of paragraph 20.3 above. 21.5. It has been clarified that the term "another person" shall not include a person who is engaged in investor education, provided that such a person does not, directly or indirectly, indulge in any activity as referred to in clauses (i) or (ii) of paragraph 20.3 above. 21.6. While the guidelines on the preventive and curative measures for the digital platforms for their recognition as specified digital platform are being specified separately, the persons regulated by the Board (including recognised stock exchanges, clearing corporations and depositories), and their agents were advised to terminate their existing contracts, if any, with persons engaged in the activities mentioned in clauses (i) or (ii) of paragraph 21.3 above, by January 21, 2025. 21.7. To provide guidance for compliance to persons regulated by the Board, MIIs, and their agents o....
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....l not be able to communicate certified past performance data to clients post three months from the date of operationalization of PaRRVA. d) The applicable period for such past performance data shall be prior to the date of operationalization of PaRRVA. Accordingly, the performance for the period subsequent to the date of operationalisation of PaRRVA shall only be advertised or provided to client using risk and return metrics verified by PaRRVA. e) Any communication of such past performance data shall be accompanied with the following disclaimer: "The performance data presented herein are not verified by Past Risk and Return Verification Agency (PaRRVA) or any other agency recognized by SEBI for this purpose. The performance data presented herein may not be comparable to performance data of any other RA. Computation of the performance may vary across the industry. Users are requested to apply their due diligence before making investment decisions on the basis of the given past performance data. Past performance is no guarantee of future results. Investment in securities is subject to market risk. Registration with SEBI or enlistment with RAASB is not a gua....
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....ebi-regulated-entities-res- 93146.html iv. Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/60 dated April 30, 2025 on 'Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)' available at: https://www.sebi.gov.in/legal/circulars/apr-2025/clarifications-to- cybersecurity-and-cyber-resilience-framework-cscrf-for-sebi-regulated- entities-res- 93734.html v. Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/96 dated June 30, 2025 on 'Extension towards Adoption and Implementation of Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)' available at: https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebidata/attachdocs/jun-2025/1751286353420.pdf#page=1&zoom=page-width,-15,765 vi. Circular No. SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/119 dated August 28, 2025 on 'Technical Clarifications to Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs)' available at: https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/aug-2025/1756380695925.pdf#page=1&zoom=page-width,-15,842 25. Norm....
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....ed July 31, 2025 (Circular No. SEBI/HO/ITD-1/ITD_VIAP/P/CIR/2025/111)' available at: https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/sep-2025/1758794128066.pdf#page=1&zoom=page-width,-15,773 iv . Circular no. HO/13/19/13(2)2025-ITD-1_VIAP/I/187/2025 dated December 8, 2025 on 'Clarification on the Digital Accessibility circulars of SEBI' available at: https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebidata/attachdocs/dec-2025/1765194149704.pdf#page=1&zoom=page-width,-15,842 28. Frequently Asked Questions (FAQs) related to regulatory provisions for Research Analysts^[37] i. Pursuant to receipt of representations from Research Analysts (RAs), in order to provide clarity and guidance for compliance by RAs with the regulatory provisions, the details/clarifications are provided as part of the Frequently Asked Questions (FAQs) at Annexure I. These FAQs are issued after public consultation and incorporating various suggestions received during such consultation (wherever found appropriate). ii. Based on the representations received from RAs/research entities and to ensure ease of compliance, it has....
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....ng with the action taken thereof on its website. RA/research entity shall provide the compliance audit report to its clients. VII. ANNEXURES ANNEXURE-A Guidelines for recommendation of 'model portfolio' by Research Analysts Research Analyst or research entity recommending the model portfolio shall ensure compliance with the following guidelines on 'model portfolio': 1. Definitions The following terms used in the guidelines on the 'model portfolio' shall have the meaning as mentioned below. i. Model Portfolio: A 'model portfolio' shall mean a basket of securities for which a research report is issued by a RA recommending the relevant weightages for one or more securities mentioned therein. Explanation: If the research report does not ascribe weightages to the components of basket of securities, then merely a summary or consolidated presentation of securities recommended shall not be regarded as a "model portfolio". ii. Disclosures: Means the minimum set of disclosures as specified in this model portfolio framework to be mandatorily included in a model portfolio report, in order to ensure that al....
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....at what intervals must be predefined in the report. The rebalancing, if any, of the constituent securities in the model portfolio shall be done within the overall framework of the model portfolio and shall be communicated to the clients along with the underlying rationale. vi. Risk disclosures: Model portfolio risk should be clearly mentioned in model portfolio report. vii. Benchmarking: Each model portfolio shall disclose performance duly validated by agency/body as specified by SEBI over different time periods, and should be benchmarked with appropriate and relevant index. For example, Model portfolio for auto stocks can be benchmarked with Nifty Auto Index, Mid cap model portfolio can be benchmarked with BSE Midcap Index, thematic portfolios with thematic indices, etc. Every model portfolio report shall contain disclosure on the benchmark index which should be clearly defined and should be used consistently. viii. Audit Requirements: Compliance with audit requirement under regulation 25(3) of the RA Regulations shall also cover compliance with obligations set out under the model portfolio guidelines. ANNEXURE-B Disclosure of min....
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....tails are: (registration number, registration date); ii. It has registration and qualifications required to render the services contemplated under the RA Regulations, and the same are valid and subsisting; iii. Research analyst services provided by it do not conflict with or violate any provision of law, rule or regulation, contract, or other instrument to which it is a party or to which any of its property is or may be subject; iv. The maximum fee that may be charged by RA is Rs.1.51 lakhs per annum per family of client. v. The recommendations provided by RA do not provide any assurance of returns. Additionally, if RA is an individual, declaration that: i. It is not engaged in any additional professional or business activities, on a whole-time basis or in an executive capacity, which interfere with/influence or have the potential to interfere with/influence the independence of research report and/or recommendations contained therein. 5. Consideration and mode of payment: The client shall duly pay to RA, the agreed fees for the services that RA renders to the client and statutory charges, as applicable. Such fees and statutor....
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.... SEBI from time to time. 12. Most Important Terms and Conditions (MITC): RA shall also disclose MITC as specified below to their clients. (MITC have been standardized by Industry Standards Forum (ISF) in consultation with SEBI and RAASB). i. These terms and conditions, and consent thereon are for the research services provided by the Research Analyst (RA) and RA cannot execute/carry out any trade (purchase/sell transaction) on behalf of, the client. Thus, the clients are advised not to permit RA to execute any trade on their behalf. ii. The fee charged by RA to the client will be subject to the maximum of amount prescribed by SEBI/ Research Analyst Administration and Supervisory Body (RAASB) from time to time (applicable only for Individual and HUF Clients). a. The current fee limit is Rs 1,51,000/- per annum per family of client for all research services of the RA. b. The fee limit does not include statutory charges. c. The fee limits do not apply to a non-individual client / accredited investor. iii. RA may charge fees in advance if agreed by the client. Such advance shall not exceed the period stipulated by SEBI; presently....
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....n Step 3: The client may also consider the Online Dispute Resolution (ODR) through the Smart ODR portal at https://smartodr.in xi. Clients are required to keep contact details, including email id and mobile number/s updated with the RA at all times. xii. The RA shall never ask for the client's login credentials and OTPs for the client's Trading Account Demat Account and Bank Account. Never share such information with anyone including RA. 13. Optional Centralised Fee Collection Mechanism: RA Shall provide the guidance to their clients on an optional 'Centralised Fee Collection Mechanism for IA and RA' (CeFCoM) available to them for payment of fees to RA. ANNEXURE C Detailed framework for RAASB and IAASB 1. Criteria for grant of recognition as RAASB and IAASB: 1.1. The recognition of a recognised stock exchange as RAASB and IAASB under regulation 14 of RA Regulations and IA Regulations respectively shall be based on the following eligibility criteria: (i) Minimum number of years of existence as recognised stock exchange: 15 years; (ii) Minimum net worth of recognised stock exchange: INR 200 crores; (....
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....l 2. Approval for post-registration applications such as- a. Change of name b. Change of address c. Change of compliance officer/ principal officer/ director/ associated person, contact details, etc. d. Change in shareholding e. Merger/ amalgamation/ takeover/ change in control of RA/IA f. Surrender of registration g. NOC for establishing wholly owned subsidiary/ joint venture in foreign jurisdiction, etc. 3. Supervision of RAs/IAs 4. Taking enforcement action suo moto or otherwise 5. Taking disciplinary/ penal action including levying penalty on recommendation of proposed body 6. Grievance redressal Activities pertaining to administration: 1. Initial scrutiny of registration applications for ensuring completeness of submission of information/ documents along with recommendation on the applications to SEBI 2. Initial scrutiny of post-registration applications illustrated below for ensuring completeness of submission of information/ documents along with recommendation on the applications to SEBI: a. Change of name b. Change of address c. Change of compliance ....
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....under this framework. (ii) Applications for registration as RA received and under process with SEBI up to the effective date of operationalization of RAASB framework shall continue to be processed by SEBI. Such RAs shall be deemed to be enlisted with RAASB once registration is granted by SEBI. (iii) Applications for registration as IA pending with SEBI/IAASB at the time of operationalization of IAASB framework shall continue to be processed by SEBI/IAASB. Once registration is granted by SEBI, such IAs shall be deemed to be enlisted with the IAASB recognised under this framework. (iv) New applications received from the effective date of operationalization of RAASB/IAASB framework shall be routed through RAASB/IAASB. In such cases, enlistment with RAASB/ IAASB shall be a pre-requisite for grant of certificate of registration as RA/ IA by SEBI. (v) With reference to the RAs/IAs/applicants referred in point (i) to (iii) above, it is clarified that no additional documentation shall be required to be submitted by such RAs/IAs/applicants for enlistment with RAASB or IAASB as the case may be. 5. Measures for promoting efficiency 6.1 To begin with, ....
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....nary history, the terms and conditions of research services, details of associates, risks and conflicts of interest, if any • To disclose the extent of use of Artificial Intelligence tools in providing research services • To disclose, while distributing a third party research report, any material conflict of interest of such third party research provider or provide web address that directs a recipient to the relevant disclosures • To disclose any conflict of interest of the activities of providing research services with other activities of the research analyst. • To distribute research reports and recommendations to the clients without discrimination. • To maintain confidentiality w.r.t publication of the research report until made available in the public domain. • To respect data privacy rights of clients and take measures to protect unauthorized use of their confidential information • To disclose the timelines for the services provided by the research analyst to clients and ensure adherence to the said timelines • To provide clear guidance and adequate caution notice to clients....
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....eters and Turnaround Times • Right to be informed of the timelines for each service • Right to be Heard and Satisfactory Grievance Redressal • Right to have timely redressal • Right to Exit from Financial product or service in accordance with the terms and conditions agreed with the research analyst • Right to receive clear guidance and caution notice when dealing in Complex and High-Risk Financial Products and Services • Additional Rights to vulnerable consumers - Right to get access to services in a suitable manner even if differently abled • Right to provide feedback on the financial products and services used • Right against coercive, unfair, and one-sided clauses in financial agreements F. Expectations from the investors (Responsibilities of investors) • Do's i. Always deal with SEBI registered Research Analyst. ii. Ensure that the Research Analyst has a valid registration certificate. iii. Check for SEBI registration number. Please refer to the list of all SEBI registered Research Analyst which is available on....
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.... 2 SEBI (SCORES) 3 Other Sources (if any) Grand Total Number of complaints received during month against the RA due to impersonation by some other entity: Note: In case of any complaints received against the RA due to impersonation of the RA by some other entity, the RA may adjust the number of such complaints from total number of received/resolved complaints while preparing the above table. Further, RA must close such impersonation related complaints after following the due process as specified by SEBI/ RAASB. * Inclusive of complaints of previous months resolved in the current month. # Inclusive of complaints pending as on the last day of the month. ^ Average Resolution time is the sum total of time taken to resolve each complaint, in days, in the current month divided by total number of complaints resolved in the current month. Trend of monthly disposal of complaints Sr. No. Month Carried f....
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....rmation • Internal & Partner IP Schema • Network Topography & Design • Audit/Internal Audit Data • System Configuration Data • System Vulnerability Information • Risk Exception Information • Supplier Information & it's dependencies related Data Solution The Financial Sector organisations may be advised to protect such critical data using layered defence approach and seamless protection against external or insider threat. The organisations may also be advised to ensure complete protection & seamless control over their critical system by continuous monitoring through direct control and supervision protocol mechanisms while keeping such critical data within the legal boundary of India. The organisations may also be requested to report back to their respective regulatory authority regarding compliance to this advisory. It is requested that you may kindly keep CERT-In informed of the actions taken and periodically provide the updated compliance to this advisory. (It may be noted that TLP Amber means: limited disclosure, restricted to participants' organizations. When shou....
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....oard against us and are pending. (v) No order of conviction has been passed against us by a court for any offence involving moral turpitude. (vi) No winding up proceedings have been initiated or an order for winding up has been passed against us. (vii) We have not been declared insolvent. (viii) We have not been found to be of unsound mind by a court of competent jurisdiction and no such finding is in force. (ix) We have not been categorized as a wilful defaulter. (x) We have not been declared a fugitive economic offender. 4. We have not been declared as not 'fit and proper person' by an order of the Board. 5. No notice to show cause has been issued for proceedings under SEBI(Intermediaries) Regulations, 2008 or under section 11(4) or section 11B of the SEBI Act during last one year against us. 6. It is hereby declared that we and each of our promoters, directors, principal officer, compliance officer and key managerial persons are not associated with vanishing companies. 7. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted. ....
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....activity on the financial, reputational and operational performance of the intermediary and on the investors / clients; 2.1.2. Ability of the intermediary to cope up with the work, in case of non performance or failure by a third party by having suitable back-up arrangements; 2.1.3. Regulatory status of the third party, including its fitness and probity status; 2.1.4. Situations involving conflict of interest between the intermediary and the third party and the measures put in place by the intermediary to address such potential conflicts, etc. 2.2. While there shall not be any prohibition on a group entity / associate of the intermediary to act as the third party, systems shall be put in place to have an arm's length distance between the intermediary and the third party in terms of infrastructure, manpower, decision-making, record keeping, etc. for avoidance of potential conflict of interests. Necessary disclosures in this regard shall be made as part of the contractual agreement. It shall be kept in mind that the risk management practices expected to be adopted by an intermediary while outsourcing to a related party or an associate would be identi....
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....ectively. 4.2. The due diligence undertaken by an intermediary shall include assessment of: 4.2.1. third party's resources and capabilities, including financial soundness, to perform the outsourcing work within the timelines fixed; 4.2.2. compatibility of the practices and systems of the third party with the intermediary's requirements and objectives; 4.2.3. market feedback of the prospective third party's business reputation and track record of their services rendered in the past; 4.2.4. level of concentration of the outsourced arrangements with a single third party; and 4.2.5. the environment of the foreign country where the third party is located. 5. Outsourcing relationships shall be governed by written contracts / agreements / terms and conditions (as deemed appropriate) {hereinafter referred to as "contract"} that clearly describe all material aspects of the outsourcing arrangement, including the rights, responsibilities and expectations of the parties to the contract, client confidentiality issues, termination procedures, etc. 5.1. Outsourcing arrangements shall be governed by a clearly defined and legally bin....
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....provisions and agreement covenants and jurisdictional covenants that provide for adjudication of disputes between the parties under the laws of a specific jurisdiction; 5.2.12. neither prevents nor impedes the intermediary from meeting its respective regulatory obligations, nor the regulator from exercising its regulatory powers; and 5.2.13 provides for the intermediary and /or the regulator or the persons authorized by it to have the ability to inspect, access all books, records and information relevant to the outsourced activity with the third party. 6. The intermediary and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities. 6.1. Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines. 6.2. An intermediary shall take appropriate steps to assess and address the potential consequence of a business disruption or other problems at the third party level. Notably, it shall consider contingency plans at the third party; co-ordination of contingency plans at both the intermediary and the third....
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....Regulations, 2014 ("RA Regulations") came into effect from December 01, 2014. The RA Regulations specify conditions for registration, certification, limitations on trading by research analysts, limitations on compensations of research analyst, various disclosures to be made during public appearance and during making recommendations through public media, code of conduct, records to be maintained, manner of conducting inspection, etc. The RA Regulations (as amended from time to time) are available on the SEBI website www.sebi.gov.in. 2. Whether the individuals employed as research analyst with a research entity are required to obtain registration certificate under RA Regulations? No. Individuals employed as research analyst with a research entity are not required to obtain registration certificate from SEBI. The research entity, which employs individuals as research analysts, is required to obtain registration certificate under the RA Regulations. The individuals employed as research analyst by research entity are required to comply with qualification and certification requirements as specified in the regulations. The trading limitations prescribed under the regulations are app....
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.... to in answer to FAQ No. 4 above? Periodic reports such as sending financial account statements, annual reports and any other communication as required under the specific regulations prepared for unit holders of Mutual Fund or Alternative Investment Fund or clients of Portfolio Managers and Investment Advisers are excluded from the definition of research report under RA Regulations. 7. Does RA Regulations cover only equity and equity linked securities? No. RA Regulations cover all securities as defined under clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956. 8. Who is required to make an application to get registration under RA Regulations? No person shall act as a research analyst or research entity or hold itself out as a research analyst unless he has obtained a certificate of registration from SEBI on and from the commencement of RA Regulations unless an exemption specifically applies to such a person. An applicant who intends to engage in providing research services such as issuance of research report or research analysis is required to make an application for registration under RA Regulations. 9. Which intermediaries are covered u....
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....ter scrutiny of the application, recommend the application to SEBI for grant of registration as RA. A section by the name "Research Analyst" has been created on the SEBI website where the details/circulars/press releases pertaining to RA regulations are being uploaded on a periodic basis. 14. Whether any application fee is required to be paid at the time of making application for grant of registration under RA Regulations and what is the amount to be paid for grant of registration/continuation of registration as research analyst? Yes. Application fees must be paid along with application form for grant of registration. The details of the applicable fees to be paid to SEBI are as below: S. No. Category Application Fee Registration Fee (for the first five years of registration) Renewal Fee (for subsequent five years) Individual and Partnership Firms Rs. 2,000 Rs. 3,000 Rs. 1,000 Proxy Advisers Rs. 2,000 Rs. 3,000 Rs. 1,000 Body Corporate including Limited Liability Partnership Rs. 20,000 Rs. 30,000 Rs. 5,000 Further, the RAs are required to be enlisted with the RAASB and to pay administr....
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....mpany at the time of: (i) making such recommendation or offering such opinion in personal capacity; (ii) responding to queries from audiences or journalists in personal capacity; (iii) communicating the research report or substance of the research report through the public media. 20. Whether journalists who are on the payrolls of media organizations such as newspaper or television are required to get registered with SEBI? No. The journalists who are on the payrolls of media agency such as newspaper or television are not required to get registered with SEBI. However, if they make recommendations or offer an opinion concerning securities or public offers through public media, such recommendations/opinions shall be based on the research reports of SEBI registered research analyst or any other SEBI registered intermediary permitted by SEBI to issue research report. Further, all the provisions of regulations 16 on limitations on trading shall apply mutatis mutandis on such journalists and they shall disclose the name and details of financial interest in the subject company. They shall also disclose the name of RA/intermediary, its registration status and....
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....ployed as research analyst or their associates shall not deal or trade directly or indirectly in securities that he reviews in a manner contrary to his given recommendation. Independent research analysts, part-time research analysts, individuals employed as research analyst or their associates shall not 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. The aforesaid trading restrictions under regulation 16 of RA Regulations are also applicable in respect of research entities where the entity has not segregated its research activities from all other activities and maintained an arms-length relationship between such activities. 27. Who are required to appoint a compliance officer under RA Regulations? A non-individual research analyst or research entity is required to appoint a compliance officer who shall be responsible for monitoring the compliance in respect of the requirements of the Act, RA regulations and circulars issued by SEBI. A non- individual research analyst may appoint an independent prof....
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....the inherent concerns on potential conflict of interest of RA when it provides both the research and distribution services to their client that may not be in the interest of client. Thus in terms of the regulatory intent, RA/research entity cannot provide research services for the securities/products in case it also provides distribution services for such securities/products. Thus, in alignment with the intent of the regulation, in exercise of power under regulation 33 of RA Regulations, it is clarified that RA/research entity can provide distribution services on products/securities provided they are not providing research services on such products/securities being distributed and are providing such distribution services through separately identifiable department or division or business unit within the same entity or through a separate entity on an arms' length basis. Some clarifications with illustrations are given below: i. Client level segregation of research and distribution services is not required if RA/research entity distributes mutual funds/PMS schemes/AIF products but provides research services only on individual stocks and is not providing research ser....
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.... investors? - i. Disclosure of terms and conditions of research services including Most Important Terms and Conditions (MITC) and signing/taking consent of client on these terms and conditions ii. KYC Requirements iii. Maintenance of records of interactions with clients such as call recordings, emails, sms i. MITC is primarily intended for investors who may not have necessary resources to gather necessary information to take informed decision. Institutional investors/Qualified institutional Buyers (QIBs) are sophisticated investors who have necessary skills, knowledge and means to protect their interests and take informed decisions. Hence, in exercise of power under Regulation 33 and for ease of doing business, it is clarified that consent on the terms and conditions including most important terms and conditions (MITC) of research services shall not be mandatory for the clients who are institutional investors or QIBs. However, RAs/research entities are required to disclose the terms and conditions of research services including MITC to these clients. ii. RAs/research entities are required to follow the KYC procedure for clients paying fees directly ....
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....f clients (fee-paying and non-fee paying clients) in periodic reporting format and shall also form basis for determining the requisite deposit amount applicable to the RA/research entity. The research entity is required to ensure the compliance with the requirement of disclosure of terms and conditions of research services to all such clients and to take their consent thereupon, except for clients who are institutional investors/QIBs for whom mere disclosure shall suffice and there shall be no requirement of seeking their consent to terms and conditions. 35. Whether the exemption to compliance with client level segregation of research services and distribution activities is allowed to all entities offering services to Institutional clients and not only to entities providing research services exclusively to institutional clients? As per the existing provisions, exemption on compliance with client level segregation of research services and distribution activities is given to only entities providing research services exclusively to institutional clients if the client signs a standard waiver. Institutional clients/QIBs are sophisticated investors who have necessary skills, ....
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....Bank Account-3 Name as per Bank Account Account No. Type of account IFSCode Bank Name Bank Branch Name 16 Details of Contact Person Name Date of Birth (DD/MM/YYYY) Mobile Email id 17 Details of Compliance Officer Name Date of Birth (DD/MM/YYYY) Mobile Email id 18 Details of Managing Director/ 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 Sharehol....
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..../157 27-Aug-20 Procedural Guidelines for Proxy Advisors - Extension of implementation timeline 9 SEBI/HO/CFD/CMD1/CIR/P/2020/159 27-Aug-20 Grievance Resolution between listed entities and proxy advisers - Extension of timeline for implementation 10 SEBI/HO/MIRSD2/DOR/CIR/P/2020/221 03-Nov-20 Advisory for Financial Sector Organizations regarding Software as a Service (SaaS) based solutions 11 SEBI/HO/IMD/DF1/CIR/P/2020/256 31-Dec-20 Procedural Guidelines for Proxy Advisors 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....
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.... SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/20 25/45 28-Mar-25 Extension towards Adoption and Implementation of Cybersecurity and Cyber Resilience Framework (CSCRF) for SEBI Regulated Entities (REs) 32 SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/48 02-Apr-25 Relaxation of provision of advance fee restrictions in case of Investment Advisers and Research Analysts 33 SEBI/HO/MIRSD/MIRSD-POD/P/CIR/2025/51 4-Apr-25 Recognition and operationalization of Past Risk and Return Verification Agency (PaRRVA) 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-II_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 38 SEBI/HO/ITD-1/ITD_CSC_EXT/P/CIR/2025/96 30-Jun-25 Extension towards....
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....] "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 [5] "Family of client" shall be as per as per Regulation 2 (1)(fc) of the RA regulations [6] Reference: Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/20 dated February 17, 2025 [7] Reference: Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/147 dated August 03, 2020 [8] Reference: Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/256 dated December 31, 2020. [9] Reference: Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/157 dated August 27, 2020 and Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/256 dated December 31, 2020 [10] Reference: Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/157 dated August 27, 2020. [11] Reference: Circular No. SEBI/HO/MIRSD/MIRSD-SEC-3/P/CIR/2024/34 dated May 2, 2024 [12] SECC Regulations- Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 [13] RAASB- Research Analyst Administration and Supervisory Body [14] IAASB- Investment Adviser Administration and Supervisory Body [15] RA Regulations- SEBI (Research Analysts) Regulations, 2014 [16] IA Regulations- SEBI....