Internal policy (RA)
Internal policy (RA)
Internal Policy & Control Procedure In Terms of SEBI (Research Analysts) Regulations, 2014
INTRODUCTION
SEBI, vide Notification No. LAD-NRO/GN/2014-15/07/1414 dated 1 September 2014, notified the SEBI (Research Analysts) Regulations, 2014, which became effective on or after the expiry of 29 November 2014, being the ninetieth day from the date of their publication in the Official Gazette.
These regulations were introduced by SEBI with the objective of fostering transparency in securities research and providing investors with more reliable and useful information for making investment decisions.
These Internal Policies and Procedures are being implemented in line with these regulations.
APPLICABILITY
This policy shall apply to SR Alpha Investment Advisers, hereinafter referred to as the “Research Analyst” or “RA”, being responsible for the preparation or publication of the contents of research reports, providing research reports, making buy, sell or hold recommendations, making overweight or underweight recommendations, giving price targets or offering opinions on securities that are listed or proposed to be listed on a stock exchange.
DEFINITIONS
The following terms shall have the meanings stated below. Other terms shall have the same meanings assigned to them under the SEBI (Research Analysts) Regulations, 2014.
1. Fund Manager
“Fund Manager” includes fund managers of a mutual fund, alternative investment fund, venture
capital fund or portfolio manager.
2. Merchant Banking, Investment Banking or Brokerage Services
“Merchant Banking, Investment Banking or Brokerage Services” includes:
Acting as an underwriter;
Participating in the selling or offering of securities for an issuer or otherwise acting in
furtherance of a public offer of the issuer;
Acting as an adviser in a merger or acquisition;
Providing or arranging venture capital, equity or debt;
Serving as a placement agent for an issuer or otherwise acting in furtherance of a private
offering by the issuer; and
Offering brokerage or market-making services.
3. Price Target
“Price Target” means the expectations of the Research Analyst regarding the future performance
of specific securities.
4. Public Appearance
“Public Appearance” means participation in a conference call, seminar, forum, including an
interactive or non-interactive electronic forum, radio, television, internet, web or print-media
broadcast, authorship of a print-media article or any other public-speaking activity through public
media in which the Research Analyst makes a recommendation or offers an opinion concerning securities or a public offer.
It shall not include a password-protected webcast, conference call or similar event conducted with
clients where all participants have previously received the research report or other documentation
containing the required disclosures and where the Research Analyst appearing at the event
correct or updates any disclosure that has become inaccurate, misleading or no longer applicable.
5. Public Offer
“Public Offer” includes an initial public offer, further public offer, offer for sale, disinvestment,
takeover, buy-back or delisting of securities.
6. Relative
“Relative” means a person defined under Section 2(77) of the Companies Act, 2013 who is
financially dependent on the independent Research Analyst or an individual Research Analyst
employed by the research entity.
7. Research Analyst
“Research Analyst” means a person primarily responsible for: Preparing or publishing the contents
of a research report; Providing a research report; Making buy, sell or hold recommendations;
Making overweight or underweight recommendations; Giving price targets; or Offering an opinion
concerning a public offer.
8. Research Entity
“Research Entity” means a Research Analyst or any other intermediary registered with SEBI that is
also engaged in merchant banking, investment banking, brokerage services, underwriting services
or similar activities and issues research reports or research analyses in its own name through
individuals employed by it as Research Analysts.
It also includes any other intermediary engaged in issuing research reports or research analyses.
9. Research Report
“Research Report” means any written or electronic communication that contains research analysis,
a research recommendation or an opinion concerning securities or a public offer and provides a
basis for an investment decision. It does not include the following communications:
Comments on general trends in the securities market;
Discussions concerning broad-based indices;
Commentaries on economic, political or market conditions;
Periodic reports or communications prepared for unit holders of mutual funds or alternative
investment funds or for clients of portfolio managers and Investment Advisers;
Internal communications that are not provided to current or prospective clients;
Communications constituting offer documents or prospectuses circulated in accordance with
regulations made by SEBI;
Statistical summaries of companies’ financial data;
Technical analysis relating to demand and supply in a sector or index; and
Any other communication specified by SEBI from time to time.
10. Significant News or Event
“Significant News or Event” means any news or event expected to have a material impact on, or
reflecting a material change in, the earnings, operations or financial condition of the subject company.
It shall not include unpublished price-sensitive information.
11. Subject Company
“Subject Company” means the company whose securities are the subject of a research report or public appearance.
12. Third-Party Research Report
“Third-Party Research Report” means a research report produced by a person or entity other
than SR Alpha Investment Advisers.
MANAGEMENT OF CONFLICT OF INTEREST AND DISCLOSURE REQUIREMENTS
SR Alpha Investment Advisers shall maintain an arm’s-length relationship between its research activities and its other activities.
Research activities shall be carried out by SR Alpha Investment Advisers through its authorised and qualified Research Analyst personnel.
1. LIMITATIONS ON TRADING BY RESEARCH ANALYSTS
The Research Analyst shall not:
Deal or trade in securities recommended or followed by the Research Analyst during the
period of 30 days before and five days after the publication of a research report;
Deal or trade in securities reviewed by the Research Analyst in a manner contrary to the
recommendation made by the Research Analyst; or
Purchase or receive securities of an issuer before the issuer’s initial public offering where the
issuer is principally engaged in the same type of business as companies followed or
recommended by the Research Analyst.
The above restrictions on dealing or trading in securities shall not apply in the case of significant news or an event concerning the subject company or an unanticipated and significant change in the personal financial circumstances of the Research Analyst.
2. LIMITATIONS ON PUBLICATION OF RESEARCH REPORTS, PUBLIC APPEARANCES AND CONDUCT OF BUSINESS
Research reports issued by the Research Analyst shall be based on adequate documentary research evidence.
The Research Analyst shall not provide any promise or assurance of a favourable review in a research report to a company or industry as consideration for commencing or influencing a business relationship or for receiving compensation or any other benefit.
3. DISCLOSURES IN RESEARCH REPORTS
The Research Analyst shall disclose all material information about itself in its research reports, including:
- Business activities;
- Disciplinary history;
- Terms and conditions on which research reports are offered; and
- Details relating to ownership and material conflicts of interest.
The Research Analyst shall disclose:
- Whether SR Alpha Investment Advisers, its associates or relatives have any financial interest in the subject company and, where applicable, the nature of such financial interest;
- Whether SR Alpha Investment Advisers, its associates or relatives have actual or beneficial ownership of 1% or more of the securities of the subject company as at the end of the month immediately preceding the date of publication of the research report or the date of public appearance;
- Details of actual or beneficial ownership of 1% or more of the securities of the subject company as at the end of the month immediately preceding the publication date or date of public appearance;
- Details of any material conflict of interest existing at the time of publication of the research report or public appearance;
- Details of compensation received by SR Alpha Investment Advisers or its associates from the subject company during the preceding 12 months;
- Whether SR Alpha Investment Advisers or its associates managed or co-managed a public offering of the subject company during the preceding 12 months;
- Whether SR Alpha Investment Advisers or its associates received compensation for investment-banking, merchant-banking or brokerage services from the subject company during the preceding 12 months;
- Whether SR Alpha Investment Advisers or its associates received compensation for products or services other than those stated above from the subject company during the preceding 12 months;
- Details of any compensation or other benefits received by SR Alpha Investment Advisers or its associates from the subject company or a third party in connection with the research report;
- Whether SR Alpha Investment Advisers or its associates received any compensation from the subject company during the preceding 12 months;
- Whether the subject company was a client of SR Alpha Investment Advisers during the 12 months preceding the distribution date of the research report and the nature of services provided;
- Whether the Research Analyst served as an officer, director or employee of the subject company;
- Whether the Research Analyst was engaged in market-making activities in the securities of the subject company; and
- Any other disclosures in research reports or public appearances specified by SEBI under any other regulations.
The Research Analyst shall make the required disclosures concerning the receipt of compensation during a public appearance.
Research reports shall reflect factual information concerning the subject company and shall be based on reliable information.
The reports shall contain definitions of the terms used for making recommendations, and such terms shall be used consistently.
Where a research report contains a rating or price target for a period of at least one year, it shall include a graph showing the daily closing price of the relevant securities for the assigned period or for three years, whichever is shorter.
Research reports shall not be issued selectively in advance to internal trading personnel or to a particular client or group of clients before other clients entitled to receive the research report.
Where the Research Analyst appears in public media and makes a recommendation, the Research Analyst shall disclose its name, registration status and details of financial interest at the time of:
Making the recommendation;
Offering an opinion in a personal capacity;
Responding to questions from an audience or journalists in a personal capacity; or
Communicating a research report or its substance through public media.
4. OTHER CONDITIONS
- The Research Analyst shall possess the applicable NISM certification or any other certification for Research Analysts specified by SEBI.
- The Research Analyst shall maintain and preserve the following records for a minimum period of five years:
Research recommendations provided;
Rationale for arriving at research recommendations; and
Records of public appearances.
- SR Alpha Investment Advisers shall immediately inform SEBI in writing if any information or particulars submitted to SEBI are subsequently found to be false or misleading in any material respect or where there is any change in the information already submitted.
- SR Alpha Investment Advisers shall conduct an annual audit of compliance with the SEBI (Research Analysts) Regulations, 2014 through a member of the Institute of Chartered Accountants of India or the Institute of Company Secretaries of India.
SR ALPHA INVESTMENT ADVISERS
SEBI-Registered Research Analyst
Registration No.: INH000025975