Internal Policies & Procedures

1. Applicability
The policy shall be applicable to any person performing the duties of Research Analyst i.e a preson primarily responsible for preparation or publication of the content of the research report, or providing research report or making buy/sell/hold recommendation or giving a price target or offering an opinion concerning public offer with respect to securities that are listed or to be listed in a stock exchange, whether or not any such person has the job title of ‘Research Analyst’. It also includes ana associated person who reports directly or indirectly to a research analyst(s).

2. Definitions
a) “Price Target” means expectations of the research analyst on the future performance of securities.
b) “Public Appearance” means any participation in a conference call, seminar, forum (including interactive and non-interactive electronic forum), radio or television or internet or web or print media broadcast, authoring a print media article or other public speaking activity in public media in which a research analyst makes a recommendation or offers an opinion, concerning securities or public offer provided that it does not include a password protected webcast, conference call or such other events with the clients, if all of the event participants previously received the research report or other documentation that contains the required applicable disclosures and that the research analyst appearing at the event corrects and updates during the public appearance any disclosure in the research report that are inaccurate, misleading or no longer applicable.
c) “Public Offer” includes initial public offer, further public offer, offer for sale, disinvestment, takeover, buy-back or de-listing of securities.
d) “Relative” means a person as defined in sub section (77) of section 2 of the Companies Act, 2013 and who is financially dependent on independent research analyst or individual research analyst employed by research entity.
e) “Research Analyst” means the person who is primarily responsible for:

• Preparation or publication of the content of the research report or
• Providing research report or
• Making ‘buy/sell/hold’ recommendation or
• Giving price target or
• Offering an opinion concerning public offer

f) “Research Report” means any written or electronic communication that includes research analysis or research recommendation or an opinion concerning securities or public offer, providing a basis for investment decision and does not include the following communications:

• Comments on general trends in the securities market
• Discussions on the broad-based indices
• Commentaries on economic, political or market conditions
• Periodic reports or other communications prepared for unit holders of mutual fund or alternative investment fund or clients of portfolio managers and investment advisers
• Internal communications that are not given to current or prospective clients
• Communications that constitute offer documents or prospectus that are circulated as per regulations made by the Board
• Statistical summaries of financial data of the companies
• Technical analysis relating to the demand and supply in a sector or index
• Any other communication which the Board may specify from time to time

g) “Significant news or event” means any news or event which is expected to have a material impact on or that reflects a material change to, the subject company’s earnings, operations or financial condition, other than unpublished price sensitive information, as specified in the internal policies and procedure of the research analyst or research entity.
h) “Subject Company” means the company whose securities are the subject of a research report or a public appearance.
i) “Third Party Research Report” means a research report produced by a person or entity other than Research Analysts.

3. Management of Conflict of Interest and Disclosure Requirements
(a) Limitations on trading by research analysts:

(i) Personal trading activities of the individuals employed as research analysts shall be monitored, recorded and wherever necessary, shall be subject to a formal approval process like approval from Compliance Officer.
(ii) Research Analysts their associates shall not

• Deal / trade in securities recommended / followed by the research analyst within 30 days before and five days after the publication of a research report;
• Deal / trade in securities that the research analyst reviews in a manner contrary to his given recommendation; (c) purchase or receive securities of the issuer before the issuer’s initial public offering, if the issuer is principally engaged in the same types of business as companies that the research analyst follows or recommends

(iii) However, the above restrictions to trade/ deal in securities shall not be applicable in case of significant news or event concerning the subject company or based upon an unanticipated significant change in the personal financial circumstances of the research analyst, subject to prior written approval from Compliance Officer.

[b] Compensation of Research Analysts:
(i) The Research Analysts shall not be entitled to any bonus, salary or other form of compensation that is based on specific brokerage services transactions.
(ii) Compensation of all research analysts shall be documented.

[c] Limitation on Publication of Research Report, Public Appearance, Conduct of Business etc.

(i) Research Analysts shall not publish or distribute research reports / analysis or make public appearance regarding a subject company for which he has acted as a Manager / Co-Manager / Underwriter within a prescribed time period (i.e. 40 days immediately following the day on which securities are priced in case of IPO or 10 days immediately following the day on which securities are priced in case of FPO), unless a prior written approval has been obtained from Compliance Officer.
(ii) In case the Research Analyst is acting as an underwriter of any IPO/ FPO, it shall not publish or distribute a research report or make public appearance regarding that issuer for 25 days from the 1st date of public offering of the securities.
(iii) In case if Research Analyst is acting as a Manager or Co-manager of any IPO / FPO, it shall not publish or distribute a research report or make public appearance regarding that issuer within 15 days prior to date of entering into and 15 days after expiration / waiver / termination of a lock-up agreement or such other agreement, unless prior written approval is obtained from Compliance Officer.
(iv) The Research Report issued by Research Analysts shall be based on adequate documentary research evidence.
(v) Research Analysts shall not provide any promise or assurance of favorable review in research report to the Company or Industry as a consideration to commence or influence a business relationship of for the receipt of compensation or other benefits.

[d] Disclosures in Research Report

Research Analysts who are engaged in research activity and preparing research report shall disclose all material information about himself including the following in its research reports:
i. Business Activity
ii. Disciplinary History
iii. Terms and conditions on which he offers research report
iv. Details of Associates
v. Details with respect to Ownership and Material Conflict of Interest such as:

• Whether Research Analysts or his associate or relatives has any financial interest in the subject company, if yes, together with nature of such financial interest.
• Whether Research Analysts or his associate or relatives have actual / beneficial ownership of 1 % or more securities of subject company at the end of the month immediately preceding the date of publication of research report or date of public appearance, as the case may be.
• Details of actual/beneficial ownership of one percent or more securities of the subject company, at the end of month immediately preceding the date of publication the research report or date of public appearance.
• Details of any material conflict of interest at the time of publication of research report or at the time of public appearance.
• Details of any compensation received by Research Analysts or its/his/her/their associates from the subject company in past 12 months.
• Details of whether Research Analysts or his associates have managed or co-managed the public offering of subject company in past 12 months.
• Details of whether Research Analysts or his associates have received any compensation for investment banking or merchant banking of brokerage services from the subject company in past 12 months.
• Details of whether Research Analysts or his associates have received any compensation for products or services other than above from the subject company in past 12 months.
• Details of any compensation or other benefits received by Research Analysts or its/his/her/their associates from the subject company or 3^rd party in connection with the research report.

Research Analysts shall disclose in public appearance with regard to receipt of compensation (a) whether Research Analysts or its/his/her/their associates have received any compensation from the subject company in past 12 months (b) whether the subject company is / was client of the Research Analyst during 12 months preceding the date of distribution of research report and the types of such services provided by the Research Analyst.
vii. Whether the Research Analysts has served as an officer, director or employee of the subject company
viii. Whether Research Analysts has been engaged in market making activity of the subject company
ix. Such other disclosures in research reports / public appearance as specified by SEBI under any other regulations.
x. Such Research Reports reflects the factual information about the subject company and are based on reliable information. Such reports also contain the definition of terms which are used in making recommendations and such terms have been used consistently.
xi. If such Research Reports contain either a rating or price target for at least 1 year, the same shall also provide for the graph of daily closing price of such securities for the period assigned or for a three-year period, whichever is shorter.
xii. Such Research Report Shall not be issued selectively to internal trading personnel or to a particular client or group of other clients in advance of other clients who are entitled to receive the research report.
xiii. In case of distribution of any 3rd party research report, Research Analysts shall review such 3rd party report for any untrue statement of material fact or any false or misleading information.
xiv. Research Analyst who distributes any third-party research report shall disclose any material conflict of interest of such third-party research provider or he shall provide a web address that directs a recipient to those relevant disclosures.

4- Other conditions:

(i) Research Analysts shall obtain NISM certification or such other certification for research analysts as specified by SEBI within 2 years of commencement of the captioned SEBI Regulations i.e. on/before 29/11/2017.
(ii) Research Analysts shall maintain and preserve following records for a minimum period of 5 years:

• Research Report duly signed and dated
• Research recommendation provided
• Rationale for arriving at research recommendation
• Record of public appearance

(iii) Research Analysts shall forthwith inform SEBI in writing about any information or particulars about him/her/them submitted to SEBI if there is any change in information already submitted.
(iv) The Research Analyst shall conduct annual audit in respect of compliance with the captioned SEBI Regulations from member of ICAI or ICSI.