Notes
Notes
CHAPTER 1
INTRODUCTION TO RESEARCH ANALYST PROFESSION
Analysis and Decision making, the two imperative parameters of a research analyst’s role are
a ected by Management Ethics, Revenues and Costs, and e ciency of operations.
Types of RAs:
1. Sell-side Analysts: Publish research reports on securities with recommendations to buy,
hold, or sell. Work for rms that provide investment banking, broking, advisory services for
clients.
2. Buy-side Analysts: Work for money managers like mutual funds, hedge funds, pension
funds, or portfolio managers that purchase and sell securities for their own investment
accounts and on behalf of their clients.
3. Independent Analysts: Work for boutique rms separate from full service investment rms
and sell their research on a subscription basis. They also provide customised research reports
on the businesses.
Securities are transferrable nancial instruments or contracts that show evidence of indebtedness
or ownership interest in assets of an incorporated entity.
Traditional Products
SECURITY REGULATOR REMARKS
EQUITY SHARES SEBI, Regulators under the Equity shareholders collectively own the company.
Companies Act
DEBENTURES/BONDS/ RBI, SEBI, Regulators FCD/PCD/NCD; Short term debt instruments (T-Bills) are used to
NOTES under the Companies Act raise debt for periods not exceeding one year.
FOREIGN CURRENCY RBI (main), SEBI is not Bonds issued by a company in a currency that is di erent from
BOND directly involved unless the the currency of its home country.
issuance is also aimed at
Indian markets.
EXTERNAL/EURO/ Regulators on both sides; Bonds issued in a currency that is di erent from the currency of
MASALA BOND RBI and host country the country in which it is issued.
regulators
WARRANTS AND SEBI Warrants are options that entitle an investor to buy equity shares
CONVERTIBLE of the issuer company after a speci ed time period at a pre-
WARRANTS determined price. {not ESOPs; though similar in mechanism}
MUTUAL FUND UNITS SEBI, RBI pool together the money contributed by investors.
Hybrid/Structured Products
1. Depository Receipts are nancial instruments that represent shares of a foreign company,
traded in the local market and denominated in the local currency. An investor (unsponsored
DRs; exchange) or company (sponsored DRs; OTC) delivers equity shares to a bank, which
holds them in a custodian account. The domestic bank then o ers DRs to local investors.
DRs can be converted into underlying shares and vice versa. Holding DRs give investors the
right to dividends and capital appreciation from the underlying shares, but no voting rights.
A. ADR: DRs traded in U.S.A that are issued by a non-US company. Example: Wipro,
HDFC.
B. IDR: DRs traded in India that are issued by a non-Indian company. Example: Standard
Chartered Bank.
C. GDR (Global DR): DRs traded in more than one country. Commonly issued in European
Union due to commonality of regulations.
2. Equity Linked Debentures: Floating rate debt instruments; interest based on returns of
underlying equity assets (stock/basket). The bond issuer invests part of the principal in xed-
income securities for principal protection and uses the rest to buy options that o er equity
market returns. These instruments carry credit risk and are accordingly rated by credit rating
agencies.
Market Intermediaries
1. Depositories: hold securities of investors in demat form. CDSL, and NSDL.
2. Depository Participant: SEBI approved agents through which the depository interfaces with
the investors.
3. Custodian: responsible for holding funds and securities of its large clients.
4. Merchant Bankers: entities registered with SEBI and act as issue managers. They are single
point contact for issuers during a new issue of securities. They engage and coordinate with
other intermediaries.
5. Underwriters: undertake to subscribe any portion of a public o er which may not be bought
by investors. When they make their commitments at the initial stages of the IPO, it is called
hard underwriting. Soft underwriting is the commitment given once the pricing is determined.
Institutional Participants
1. FPIs: must register with SEBI to participate in the Indian Securities Market.
2. P-Note Participants: instruments issued by SEBI to overseas investors who wish to invest in
the Indian stock market without registering themselves with the market regulator.
3. Venture Capital Funds: invest money in enterprises that are in early stage of development
but with the potential of long-term growth.
4. Private Equity Firms: funding available to companies in the early stages of growth,
expansion or buy-outs. Investee companies may be privately held or publicly traded
companies. Private equity includes venture capital funds. The money in the fund is
contributed by investors, called limited partners, managed by the general partners.
5. Hedge Funds: pools capital from a number of investors and invests that across assets,
products and geographies.
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6. Alternative Investment Funds: privately pooled investment schemes that invest in various
assets classes such as real estate, private companies, commodities. 3 Categories:
A. Category I: startups, social ventures, infrastructure; sectors considered socially or
economically desirable by the government or regulators.
B. Category II: funds that do not fall under Category I or III and do not use leverage,
except for day-to-day operational needs. Examples: Private equity funds, debt funds.
C. Category III: complex trading strategies (leverage and derivatives). Examples: Hedge
funds, PIPE (Private Investment in Public Equity) funds.
CHAPTER 3
TERMINOLOGY IN EQUITY AND DEBT MARKETS
In Equity Markets
1. Book Value: net value of a company's assets as recorded on its balance sheet. It represents
the value that would remain for shareholders if all the company’s assets were sold and all
liabilities paid o . Book Value (or, Equity Shareholder’s Funds) = Total Assets - Total Liabilities.
2. Replacement Value: market value of all assets of a company at any point of time.
3. Intrinsic Value: the true worth of an asset, calculated as the present value of all the free cash
ows it is expected to generate in the future. This intrinsic value may be higher, lower, or equal
to the current market price of the asset, depending on how the market is valuing it at that
moment.
4. Market Capitalisation: amount of money required to buy out an entire company.
5. Enterprise Value: tells you the total value of a business, not just what shareholders own. It
includes all sources of capital: shareholders, lenders (debt), etc. It’s useful when someone
wants to buy the whole business, including its debts, and subtracts out the cash the business
already has. EV = Equity + Debt + Preferred Capital + Non-controlling Interest – Cash &
Investments {Non-Controlling Interest refers to the portion of equity (ownership) in a
subsidiary company that is not owned by the parent company. Suppose Company A owns
80% of Company B. The remaining 20% is held by other investors. That 20% is called Non-
Controlling Interest.}
6. Earning Per Share: EPS = Net Pro t/Number of outstanding shares.
7. Dividend Per Share: DPS = Total Dividend Paid/Number of outstanding shares. (exclude
preference dividends)
8. Price to Earnings Ratio: Shows how much investors are willing to pay for ₹1 of the
company's earnings. P/E ratio = Market Price/ EPS
A. High P/E = high expectations of future growth.
B. Low P/E = undervaluation or weak growth prospects.
9. Price to Sales Ratio: Shows how much investors are willing to pay for ₹1 of the company's
sales. P/S Ratio = Market Price/Net Sales per share. When a company has a low P/S ratio,
investors see it as cheap compared to how much revenue it makes. They may expect that its
revenue will grow in the future, which would make the stock more valuable. But if the revenue
growth slows down or drops, that expectation is broken. Investors may lose con dence and
revalue the stock lower, causing its price to fall.
10. Price to Book Value Ratio: Helps assess if a stock is under- or over-valued.
P/BV Ratio = Market Price/Book Value. A P/B < 1 may indicate undervaluation.
In Debt Markets
1. Holding Period Return: The period for which the bond is held, the investor would receive
coupon payments which may be re-invested to earn interest at the rate prevalent at the time
of re-investment. The investor will make a gain or loss at the time of selling the bond. Adding
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all these three incomes and expressing it as a percentage of the cost price would be the HPR
for the investor.
2. Current Yield: Coupon/CMP of Bond. This method does not take into account future cash
ows coming from the bond.
3. Yield To Maturity: This method takes into consideration all future cash ows coming from the
bond (Coupons plus the principal repayment) and equates the present value of these cash
ows to the prevailing market price of the bond. Thus, it can be understood as the Internal
Rate of Return (IRR) of the bond. It assumes that the investor will hold the bond till maturity,
and that the coupons received periodically are reinvested at the same rate throughout the
tenor.
4. Duration: measures the sensitivity of the price of a bond to changes in interest rates. High
duration; higher sensitivity. The duration of bond is not a static number, but will change with a
change in the tenor and yield of the bond.
Types of Bonds
1. Zero-Coupon Bond: issued at a discount to their face values and are redeemed at par. Cash
remains within the company and can be used in the business with a slightly longer term
horizon.
2. Floating-Rate Bonds: coupon is not xed, but is reset periodically with reference to a de ned
benchmark (lower interest rate risk). Sometimes, there is a maximum (cap) and minimum
( oor) limit to the coupon rates in oating rate bonds.
3. Convertible Bonds: option to investors to convert the amount invested into equity of the
issuer company later. On conversion of debt into equity, debt is removed from the balance
sheet and equity capital is increased; dilutes the EPS of the stock.
4. Principal-Protected Note: A portion of the amount is invested in debt in such a way that it
matures to the principal amount on expiry of the term of the note. The remaining portion of
the original investment is invested in equity, derivatives, commodities and other products
which have the potential of generating high returns.
5. Perpetual Bonds: do not have a stated maturity date. They are subordinate to deposits,
loans from other banks and all other bonds. The coupon can be paid only from distributable
pro ts, if the issuer does not have distributable pro ts, they cannot pay coupon. The coupon
is not-cumulative.
CHAPTER 4
FUNDAMENTALS OF RESEARCH
1. Active Investing: objective is to earn a rate of return that is above the return generated by the
broader asset class.
2. Passive Investing: objective is to earn the rate of return that the select asset class provides.
3. Insider information vs Mosaic Analysis: Insider information is a material non-public
information that when published would immediately a ect an investor’s decision to buy or
sell the security (Depends on the source of the information its impact and its certainty). Often
analysts collate information from di erent sources, which individually may not be signi cant
but when put together with other public or non-public information may provide critical insight
to the information. These are called as mosaic analysis (acceptable).
4. Technical Analysis: based on the assumption that all information that can a ect the
performance of share are re ected in the stock prices. It is focused on forecasting the
direction of prices through the study of patterns in historical market data-price and volume.
There are three essential elements in understanding the price behavior:
A. The history of the past prices provides indications of the trend and its direction.
B. The volume of trading provides information on the underlying strength of the trend.
C. The time span over which price and volume are observed.
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An upward or downward trend should be accomplished by strong volumes. If a trend is not
supported by volumes or the volumes decrease, it may indicate a weakness in the trend.
Chartists use moving average of the price of the stock to reduce the impact of day to day
uctuations in price that may make it di cult to identify the trend.
5. Fundamental Analysis: Emphasises long-term investing as opposed to short-term trading.
Over the long run, a share's price should re ect the returns generated by the company.
Fundamental analysis includes Economic, Industry and Company Analysis. Fundamental
analysis contradicts the E cient Market Hypothesis (EMH). EMH claims that stock prices
already re ect all relevant information, leaving no room for undervaluation or overvaluation.
CHAPTER 5
ECONOMIC ANALYSIS
In ation can be caused by demand pull factors or cost push factors. In ation is measured in two
ways: at wholesale level (WPI) and at retail level (CPI). Higher In ation reduces the discretionary
income that people have.
Fiscal policy in uences aggregate demand, supply, savings, investment and the overall
economic activity in the country. Can be categorised as:
1. Neutral: income = expenditure.
2. Expansion: income < expenditure.
3. Contractionary: income > expenditure.
Monetary policy administered by RBI, deals with the money supply, in ation, interest rates for
the purpose of economic growth and managing price stability (In ation).
Balance of payment has two accounts: the current (import/export) and capital account.
1. Imports > Exports => current account de cit and vice versa.
2. If a country is running continuous de cit on current account, it would need surplus on capital
account to support that or deplete its foreign currency reserves.
Secular Trends: long term in nature and cause an in ection in the business lifecycle of an
industry.
Cyclical Trends: temporary trends that reverse over a period of time. Cyclical trends can be
observed at many di erent level:
1. Economic Cycle: 4 stages
A. Expansion: Increased consumption due to higher income, lower interest rates, and
consumer con dence. Manufacturers expand capacity for future demand.
B. Slow down: Consumption rises, but at a slower pace. Manufacturers face lower capacity
utilisation.
C. Recession: Low utilisation rates lead to reduced investment, higher unemployment,
lower income, and decreased consumption. Consumers save more.
D. Recovery: Low in ation allows central banks to ease monetary policy, boosting
economic activity and leading to the return of expansion.
2. Commodity Cycle: Prices of many hard commodities tend to go up and down in cycles.
Most often the commodity cycle is driven by economic cycles. When the commodity price
increase, suppliers of these commodities may increase their production capacity in order to
take advantage of the higher prices.
3. Inventory Cycle: short term cycles that occurs within a commodity cycle. These occur on
account of inventory adjustments by producers and customers. During a downturn, cautious
customers may signi cantly reduce their procurement. If demand for their products improves
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marginally, they may not have adequate inventory and will have to go for immediate
procurement. This can result in prices increasing.
Seasonal Trends: highly predictable uctuations in the quantity of goods and services being
produced or consumed, owing to their nature.
CHAPTER 6
INDUSTRY ANALYSIS
3 categories of Industries:
1. Defensive: minimal impact of economic cycles because they create products and services
having low income elasticity; a fall or rise in income does not a ect the demand signi cantly.
2. Semi-Cyclical: growth in sales during the expansionary phase and decline during
recessionary phase. (Consumer durables)
3. Deep Cyclical: extreme cyclicality in their revenues; largely driven by economic and/or
commodity cycles.
Market Sizing
1. Top-down: quantify the industry starting from macro-economic factors and arrive up to the
industry level.
2. Bottom-up: quantify the industry by looking at individual companies and aggregating their
data to arrive at the industry size.
PESTLE Analysis
Political, Economic, Socio-cultural, Technological, Legal, and Environmental helps businesses
understand external factors a ecting their operations. Some models expand it to STEEPLED,
adding Ethics and Demographics.
BCG Analysis
BCG Matrix evaluates business segments
based on market growth and cash generation:
1. Stars: High market growth, large market
share, and increasing cash generation.
2. Cash Cows: Low growth, stable market
share, and steady cash generation with
minimal investment.
3. Question Marks: High market growth, low
market share, requiring strategic
investments to grow market share, with
cash consumption risk.
4. Dogs: Low growth, low market share, and
poor cash generation.
SCP Analysis
1. Structure: competitive intensity, number of players, market concentration, and growth rates.
2. Conduct: business behaviours like pricing, product innovation, and industry-speci c
dynamics in uenced by the structure.
3. Performance: Assesses nancial outcomes such as RoE and RoIC, indicating long-term
wealth generation for shareholders.
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CHAPTER 7
COMPANY ANALYSIS (BUSINESS AND GOVERNANCE)
Corporate Governance ensures a company is run responsibly, balancing the interests of all
stakeholders and reducing agency risk. Key aspects include:
1. Board Composition: SEBI mandates 50% *independent directors if the chairman is
executive; otherwise, 1/3rd.
2. Role Separation: Chairman and CEO/MD roles should be separate.
3. Independent Director Nomination: Managed by a dedicated committee.
4. Audit Practices: Includes fair auditor fees, mandatory 5-year rotation, and independent audit
committees (2/3rd members independent).
5. Related Party Transactions: Must be reviewed by the audit committee; *non-arm’s-length
deals require justi cation.
6. Remuneration Committees: Composed only of non-executive directors; led by an
independent director.
7. Independent Directors’ Pay: Disclosed for transparency and to assess independence.
*Independent directors are board members who do not have any material or nancial relationship
with the company, its promoters, or its management, apart from receiving sitting fees and director
remuneration. Their role is to provide unbiased oversight, protect the interests of minority
shareholders, and ensure good corporate governance.
*A non-arm’s-length transaction is a deal made between two parties who have a close
relationship—such as between a company and its promoter, subsidiary, relative, or group
company—which may not re ect fair market terms. In such cases, the price or conditions may
be favourable to one party due to the relationship, rather than based on normal market
competition. SEBI requires such transactions to be disclosed and justi ed, because they could
harm minority shareholders or misstate nancials.
ESG framework for company analysis: evaluates companies based on Environmental impact,
Social responsibility, and Corporate Governance. It helps investors identify businesses committed
to sustainable development. Companies with strong ESG practices often bene t from regulatory
ease, positive public image, cost savings through sustainable practices, and lower capital costs
due to reduced risk perception.
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CHAPTER 8
COMPANY ANALYSIS (FINANCIAL ANALYSIS)
In India, listed companies must publish nancial statements as per Schedule III of the
Companies Act 2013 and IndAS 1. These include:
• Balance Sheet: shows assets, liabilities, and equity at period-end
• Pro t & Loss Statement: shows income, expenses, and pro t; includes OCI
• Statement of Changes in Equity: tracks equity movements
• Cash Flow Statement: shows in ows and out ows of cash
• Notes to Accounts: explain accounting policies and details behind the numbers
Equity
Represents owners’ claim:
• Share Capital & Premium
• Reserves (retained earnings, general, capital)
• Minority Interest: Share of subsidiaries not owned by the parent.
Other Comprehensive Income (OCI): Changes in asset values, de ned bene t plans, foreign
operations, nancial instruments, and hedges.
Cash Flows
1. Operating Cash Flows: Cash generated or used in day-to-day business operations (e.g.
cash from sales, payments to suppliers/employees).
2. Investing Cash Flows: Cash used for or earned from investments (e.g. buying/selling
property, equipment, or securities).
3. Financing Cash Flows: Cash from or to owners and creditors (e.g. equity raised, debt taken/
paid, dividends paid).
Audit Report
1. Clean report: When auditors have no issues with the report.
2. Disclaimer: When they are unable to verify any part of the nancials on account of non-
availability of information.
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3. Quali ed Report: When the auditors are convinced that whole parts of the nancial
statements do not re ect true and fair view.
Assets are generally valued using one of the following three approaches:
1. Cost-Based Valuation:
This method estimates an asset’s value based on the cost required to build or replace it. It
often involves technical evaluations and is typically used in specialised or non- nancial
contexts, not preferred by nancial investors.
2. Cash Flow-Based Valuation (Intrinsic Valuation):
Here, the value of an asset is based on the future cash ows it is expected to generate.
These cash ows are then discounted to their present value.
◦ Risk-neutral valuation: Discounts future cash ows at a risk-free rate.
◦ Real-world valuation: Discounts cash ows using a rate that includes both the risk-
free rate and an appropriate risk premium to re ect uncertainty. This method re ects
what an investor would be willing to pay based on the asset’s earning potential.
3. Market-Based Valuation (Relative Valuation):
This approach values an asset by comparing it to similar assets traded in the market. It
uses valuation multiples like Price-to-Earnings (P/E), Price-to-Book (P/B), or Enterprise
Value to EBITDA (EV/EBITDA). It’s widely used in nancial markets due to its simplicity and
reliance on observable market data.
Relative Valuation
In contrast to DCF, relative valuation assesses a company by comparing it to peers using
multiples like P/E, P/B, or EV/EBITDA. It helps determine if the stock is undervalued, overvalued,
or fairly priced in the market and guides investment decisions such as buy, sell, or hold.
4. Specialised Metrics
• Price/Embedded Value: Used in life insurance valuation. Embedded value is the present
value of expected future pro ts plus net asset value.
• Price/Adjusted Book Value (ABV): Commonly used for NBFCs and banks.
ABV = Fair Value of Assets – Fair Value of Liabilities
• EV/Capacity: Used in industries like steel, power, or capital-intensive start-ups. Values the
rm based on production or operational capacity rather than nancials.
Capital Asset Pricing Model is a formula used to estimate the expected return on an investment
based on its risk relative to the overall market.
Expected Return (Re)=Rf +β⋅(Rm −Rf )
Where:
Rf = Risk-free rate (like government bond yield)
Rm = Expected return of the market
Rm −Rf = Market risk premium
β = Beta, a measure of how much the asset moves relative to the market
CAPM tells you what return you should expect from an investment given: How risky it is (Beta),
How much extra return investors demand for taking market risk (Risk premium). It helps in
nding the cost of equity — what return shareholders expect for investing in the company.
Rf = 4%
Rm = 10%
β = 1.2
Re=4%+1.2⋅(10%−4%)=4%+7.2%=11.2%
So, the investor would expect an 11.2% return on this stock.
Call risk is speci c to bond issues and refers to the possibility that a debt security will be called
prior to its maturity. Imagine you buy a bond from a company that pays 8% interest and matures
in 10 years. But after 3 years, interest rates in the market fall to 5%. The company decides to
"call" the bond—meaning they repay you early and then issue a new bond at the lower 5%
rate. You lose out on the remaining 7 years of higher 8% interest income. That’s call risk.
Measuring Risk
Risk can be assessed in three key ways:
1. Measure of Uncertainty: Re ects how unpredictable an asset's return is. Standard Deviation
is commonly used.
2. Measure of Sensitivity: Indicates how much an asset's value changes in response to another
factor.
3. Measure of Loss: Value at Risk (VaR) estimates the maximum expected loss over a given
time period at a certain con dence level.
1. Jensen’s Alpha
• Measures excess return earned over the expected return based on the Capital Asset
Pricing Model (CAPM).
• Jensen’s Alpha = Portfolio Return – [Risk-Free Rate + β × Market Risk Premium]
2. Sharpe Ratio
• Measures return earned per unit of total risk (standard deviation).
Sharpe Ratio = (Portfolio Return – Risk-Free Rate) / Standard Deviation
3. Treynor Ratio
• Measures return earned per unit of market risk (Beta).
• Treynor Ratio = (Portfolio Return – Risk-Free Rate) / Beta
1. Stock Turnover Ratio: This ratio is calculated by dividing the number of shares traded over a
speci ed period by the number of outstanding free oat shares. Free oat shares represent
those held by non-promoter shareholders.
2. Traded Value Turnover Ratio: This ratio is determined by dividing the total traded value of
shares by the company's market capitalisation.
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CHAPTER 13
LEGAL AND REGULATORY ENVIRONMENT
The regulatory infrastructure of India's nancial markets is designed to ensure responsible market
behaviour, protect investor interests, and maintain the capital market as a reliable source of
funding.
1. The Ministry of Finance oversees macroeconomic policy, taxation, expenditure,
disinvestment, and nancial legislation through its ve departments.
2. The Ministry of Corporate A airs administers the Companies Act, regulates corporate
governance, and oversees professional bodies like ICAI, ICSI, and ICWAI.
3. The Reserve Bank of India (RBI), as the central bank, manages monetary policy, regulates
banking and nancial systems, oversees foreign exchange through FEMA, issues currency,
and acts as the government’s banker.
4. The Securities and Exchange Board of India (SEBI) regulates the securities and
commodities markets, ensures investor protection, oversees intermediaries like brokers and
mutual funds, and curbs malpractices like insider trading and takeovers.
5. The Insurance Regulatory and Development Authority of India (IRDAI) supervises the
insurance sector, issues licences, and sets capital norms to ensure sectoral growth.
6. The Pension Fund Regulatory and Development Authority (PFRDA) manages pension
reforms and ensures protection for pension fund subscribers.
7. The Insolvency and Bankruptcy Board of India (IBBI) regulates insolvency resolution and
liquidation processes for individuals and corporations and oversees registered valuers.
The Securities Contracts (Regulation) Act, 1956 empowers SEBI with extensive control over
stock exchanges, trading instruments, and market participants. It governs recognition,
corporatisation, and demutualisation of exchanges, and grants SEBI and the Central Government
powers to regulate or supersede exchange operations, prevent undesirable speculation, and
enforce compliance.
The SEBI Act, 1992 established SEBI as the regulator of the securities market, empowering it to
register and oversee intermediaries like brokers, mutual funds, and venture capital funds. It
enforces fair trade practices, prohibits insider trading, oversees acquisitions and takeovers,
promotes investor education, conducts inspections, and facilitates research and disclosures for
transparency.
The SEBI (Prohibition of Insider Trading) Regulations, 2015 de ne insiders as individuals with
access to unpublished price sensitive information (UPSI), including employees, relatives, and
associates of a company. UPSI refers to non-public information likely to impact stock prices,
such as nancial results, dividends, capital changes, or key management decisions. The
regulations prohibit insiders from sharing or trading on UPSI, except in the course of legal duties.
Firms must appoint compliance o cers and establish a "Chinese Wall" policy to separate
con dential areas from public-facing ones, preventing information leaks and misuse.
The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003 aim to prevent manipulative, deceptive, and unfair activities in the
securities market. These include misrepresentation, concealment of material facts, and making
reckless or false promises to in uence investor decisions. Fraudulent practices also cover actions
that create a misleading appearance of trading, arti cial price in ation or de ation, advancing
money to induce buying, and publishing false information to manipulate prices.
The regulations prohibit trades that are not intended to result in genuine ownership transfer and
penalise activities such as dealing in stolen securities, misleading advertisements, falsifying
records, and encouraging trades solely to increase brokerage. Mis-selling of mutual funds and
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illegal mobilisation of funds through unauthorised collective investment schemes also fall under
prohibited activities.
Entities under investigation must cooperate by producing documents and appearing before the
investigating authority. SEBI is empowered to restrict individuals from accessing the securities
market, freeze assets or proceeds of suspicious transactions, and direct intermediaries to
safeguard investor interests. Disciplinary actions include issuing warnings, suspension, or
cancellation of registration of intermediaries found guilty of violations.
The Securities and Exchange Board of India (Research Analyst) Regulations, 2014, as
amended in 2016, aim to protect investors and enhance market con dence by addressing
con icts of interest in research reporting. Analysts' recommendations should not be biased due
to their own or their rm's nancial interests or relationships. Firms must maintain structured
reporting lines and establish internal procedures to eliminate con icts, prevent undue in uence
from issuers, ensure clear disclosures, uphold high standards of integrity, and encourage investor
education.
1. Regulation 3 mandates that no person can act as a research analyst without registration from
SEBI, though certain professionals (like investment advisers or CRAs) are exempt if they
comply with Chapter III.
2. Regulation 4 states that foreign entities issuing research reports in India must enter into
agreements with SEBI-registered research analysts.
3. Regulation 5 allows SEBI to seek further information or personal representation during the
registration process.
4. Regulation 6 outlines eligibility criteria: individuals or rms must meet quali cation standards,
capital adequacy, and infrastructure requirements as per Regulation 7, which speci es
academic or professional quali cations in nance-related elds and mandates NISM
certi cation for all registered analysts and employed individuals.
5. Regulation 8 requires individuals or partnership rms to have net tangible assets of at least
₹1 lakh, and body corporates or LLPs to have a net worth of at least ₹25 lakhs.
6. Regulation 9 allows SEBI to grant registration upon satisfying eligibility, and Regulation 10
provides that such registration remains valid until suspended or cancelled.
7. Regulation 11 deals with renewal provisions.
The Code of Conduct prescribes standards such as honesty, diligence, con ict avoidance,
con dentiality, professionalism, and compliance. Analysts must refrain from insider trading or
front running, and senior management must ensure adherence.
1. Regulation 15 requires research entities to establish internal policies for con ict
management.
2. Regulation 16 restricts analysts from trading in covered securities within a window of 30 days
before and 5 days after report publication, and prohibits trading contrary to their own
recommendations. They are also barred from pre-IPO acquisitions of securities in their sector.
3. Regulation 17 prohibits analyst compensation from being tied to investment banking or
brokerage transactions, and mandates annual board review of pay policies.
4. Regulation 18 restricts publishing research or making public appearances within speci ed
blackout periods post-public o erings or related agreements. Reports must be based on
sound documentation and should not promise favourable reviews.
5. Regulation 19 mandates comprehensive disclosures in reports and public appearances,
covering ownership, con ict of interest, past compensation, client relationships, directorships,
or market-making roles.
6. Regulation 20 requires clarity on the facts, rating criteria, and benchmark standards used in
reports.
7. Regulation 21 requires disclosure of registration status and nancial interests when o ering
recommendations in public media.
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8. Regulation 23 applies to proxy advisors, who must have at least graduate-level employees
and maintain voting records for SEBI's review.
9. Regulation 24 outlines general responsibilities, including maintaining arm’s-length between
research and other activities, following the Code of Conduct, obtaining SEBI’s approval for
change in control, and submitting required reports.
10. Regulation 25 mandates maintaining records of research reports, recommendations,
rationales, and public appearances for ve years, with annual audits conducted by ICAI or
ICSI members.
11. Regulation 26 requires the appointment of a compliance o cer to ensure adherence to all
relevant laws.
12. Regulation 32 allows SEBI to act against defaults as per applicable laws or the
Intermediaries Regulations, 2008.
Exchange surveillance mechanisms like GSM and ASM are designed to caution investors and
limit speculative activity. GSM targets securities with poor fundamentals but high valuations,
applying measures like trade-for-trade categorisation, surveillance deposits, and tighter price
bands. ASM monitors abnormal price or volume movements and high client concentration.
Securities under ASM may face margins up to 100%, though it excludes those under GSM, in
trade-for-trade, with derivatives, or PSUs.
SEBI mandates that any form of advertisement by Investment Advisers (IAs) and Research
Analysts (RAs)—whether in print, digital, or electronic formats—must aim to inform, not mislead,
and must include key disclosures such as the SEBI registration number, o cial address, and
contact details. All advertisements should be truthful, clear, and concise, and must include a
standard risk warning stating that investments are subject to market risks. In audio-visual
formats, this warning should be both visible and audible for at least ten seconds. Translations in
non-English ads must be accurate, and if there are space constraints (e.g., SMS), a link to the
o cial website must be provided. If speci c securities are mentioned, disclaimers must clarify
that these are only for illustration and not recommendations. Advertisements must not promise
guaranteed returns, use deceptive testimonials, exaggerate performance, or misuse jargon.
Terms like “Best” or “No.1” are prohibited, and SEBI’s logo must not be used.
All ad content must receive prior approval from SEBI-recognised supervisory bodies like BASL for
IAs, and no advertisements can be issued during suspension. Promotional schemes involving
contests or rewards are not allowed, and any third-party agencies naming the IA or RA must also
comply with these norms. Ad records must be preserved for ve years, and brand logos can only
be used if full regulatory details are displayed transparently. Additionally, IAs and RAs must
publish the SEBI Investor Charter and disclose monthly complaint data by the 7th of each month
on their website or app. Those without websites must communicate this information via email to
clients, along with links to the SCORES platform for grievance redressal.
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