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We are SEBI Registered Research Analyst: INH000016685, Not Investment Advisors | Investment in securities market are subject to market risks. Read all the related documents carefully before investing | Market Risks refer to partial or permanent loss on your investments in certain market conditions | The securities quoted are for illustration only and are not recommendatory | Registration granted by SEBI and certification from NISM in no way guarantees the performance of the intermediary or provides any assurance of returns to investors | Past performance is not indicative of future results | All fee payments made by the client for research services provided by "JA Research" shall necessarily be through "JA Research" websites/payment links and in "JA Research" Bank account for fee collection. Any payment made outside the "JA Research" Bank account shall not be considered as payment towards research services by "JA Research".
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Internal Policy & Control Procedure In Terms Of Securities And Exchange Board Of India (Research Analysts) Regulations, 2014

Preamble:

  • SEBI, vide Notification No. LAD-NRO/GN/2014-15/07/1414 dated September 1, 2014, notified the SEBI (Research Analysts) Regulations, 2014 (hereinafter referred to as the "SEBI Regulations"). These regulations were introduced to promote transparency in securities research and provide investors with reliable and useful information for making informed investment decisions.
  • As per these regulations, Research Analysts and Research Entities are required to establish and implement a comprehensive policy framework in accordance with Chapter III of the SEBI Regulations.
  • Investment Advisers, Credit Rating Agencies, Asset Management Companies, Fund Managers of Mutual Funds, Alternative Investment Funds, Venture Capital Funds, Portfolio Managers, and other exempted entities issuing or distributing research reports are not required to obtain separate registration, provided they comply with Chapter III of the SEBI Regulations regarding Internal Policy and Control Procedures. Accordingly, JA Research has adopted and follows these policies and procedures.

1 - Applicability

  • This policy applies to all employees of JA Research engaged in the Research Department as Research Analysts, including persons primarily responsible for preparing or publishing research reports, issuing buy/sell/hold recommendations, providing price targets, or expressing opinions relating to listed or proposed-to-be-listed securities. It also includes associated persons reporting directly or indirectly to a Research Analyst.

2 - Definitions

Various terms shall have the following definitions. Other terms shall have the meanings assigned to them under the applicable SEBI Regulations.

  • (a) Fund Manager: Includes Fund Managers of Mutual Funds, Alternative Investment Funds, Venture Capital Funds, and Portfolio Managers.
  • (b) Merchant Banking / Investment Banking / Brokerage Services:
    • Acting as an underwriter.
    • Participating in selling or offering securities for an issuer.
    • Acting as an adviser in mergers or acquisitions.
    • Providing or arranging Venture Capital, Equity, or Debt.
    • Serving as a placement agent or participating in private offerings.
    • Offering Brokerage or Market-Making Services.
  • (c) Price Target: Expectations of Research Analysts regarding the future performance of specific securities.
  • (d) Public Appearance: Participation in conferences, seminars, television, radio, internet, print media, webinars, or similar public forums where Research Analysts make recommendations or express opinions regarding securities or public offers, subject to the conditions prescribed under SEBI Regulations.
  • (e) Public Offer: Includes Initial Public Offer (IPO), Further Public Offer (FPO), Offer for Sale (OFS), Disinvestment, Takeover, Buyback, and Delisting of Securities.
  • (f) Relative: A person as defined under Section 2(77) of the Companies Act, 2013, who is financially dependent upon the Independent Research Analyst or the Research Analyst employed by the Research Entity.
  • (g) Research Analyst: An employee of JA Research primarily responsible for preparing or publishing research reports, making Buy/Sell/Hold recommendations, giving price targets, or expressing opinions relating to listed or proposed-to-be-listed securities. This also includes associated persons reporting directly or indirectly to such Research Analysts.
  • (h) Research Entity: JA Research or any SEBI-registered intermediary engaged in Merchant Banking, Investment Banking, Brokerage, Underwriting, or Research activities and issuing research reports through its employees or associated persons.
  • (i) Research Report: Any written or electronic communication containing research analysis, recommendations, or opinions regarding securities or public offers intended to assist investment decisions. It excludes:
    • General market trend commentary.
    • Broad market index discussions.
    • Economic, political, or market commentaries.
    • Periodic reports prepared for Mutual Fund or Portfolio Management clients.
    • Internal communications not distributed to clients.
    • Offer documents or prospectuses issued under SEBI Regulations.
    • Statistical summaries of financial information.
    • Technical analysis relating only to sectors or indices.
    • Any other communication specified by SEBI from time to time.
  • (j) Significant News or Event: Any news or event expected to materially impact or reflect a material change in the subject company's earnings, operations, or financial condition, excluding unpublished price-sensitive information.
  • (k) Subject Company: The company whose securities are the subject of a Research Report or Public Appearance.
  • (l) Senior Management: Includes the Board of Directors of JAY B HAWALDAR, personnel one level below the Board, and the Compliance Officer.
  • (m) Third Party Research Report: A Research Report prepared by any person or entity other than the Research Analysts of JAY B HAWALDAR or the organization itself.

3 (A) Management Of Conflict Of Interest And Disclosure Requirements:

    JA Research and its Research Analysts shall maintain an arm's-length relationship between research activities and all other business activities.

  • (a) Limitations on Trading by Research Analysts:
    • (i) Personal trading activities of individuals employed by JA Research shall be monitored, recorded, and wherever necessary, shall be subject to a formal approval process, including prior approval from the Compliance Officer.
    • (ii) Research Analysts or their associates shall not:
      • (a) Deal or trade in securities recommended or followed by the Research Analyst within 30 days before and 5 days after publication of a Research Report.
      • (b) Deal or trade in securities in a manner contrary to their published recommendation.
      • (c) Purchase or receive securities of an issuer before its Initial Public Offering (IPO), where the issuer is engaged in the same business as companies covered by the Research Analyst.
    • (iii) The above trading restrictions shall not apply in the event of significant news relating to the subject company or an unforeseen material change in the personal financial circumstances of the Research Analyst, subject to prior written approval from the Compliance Officer.
    • (iv) All Research Analysts shall comply with the Company's Conflict of Interest Policy issued pursuant to the SEBI Circular dated 27/08/2013. This policy shall be read together with the Company's Conflict of Interest Policy as amended from time to time.

(B) Compensation of Research Analysts:

  • (i) Research Analysts employed by JA Research shall not receive any bonus, salary, incentive, or compensation linked to specific brokerage service transactions.
  • (ii) The compensation of all Research Analysts shall be reviewed, documented, and approved annually by the Board Committee of JAY B HAWALDAR.
  • (iii) Research Analysts shall perform their duties independently and shall not function under the supervision or control of employees involved in brokerage services.

(C) Limitation on Publication of Research Reports, Public Appearance, Conduct of Business, etc.

  • (i) JA Research and/or its Research Analysts shall not publish or distribute Research Reports or make any public appearance regarding a subject company for which JA Research has acted as Manager, Co-Manager, or Underwriter during the prescribed restricted period unless prior written approval is obtained from the Compliance Officer.
  • (ii) Where JA Research acts as an Underwriter in an IPO/FPO, it shall not publish or distribute a Research Report or make a public appearance concerning that issuer for 25 days from the first day of the public offering.
  • (iii) Where JA Research acts as a Manager or Co-Manager in an IPO/FPO, it shall not publish or distribute a Research Report or make a public appearance concerning that issuer within 15 days before entering into and 15 days after expiry, waiver, or termination of a lock-up agreement unless prior written approval is obtained.
  • (iv) Every Research Report issued by Research Analysts of JA Research shall be supported by adequate documentary evidence.
  • (v) JA Research and its Research Analysts shall not promise or assure a favorable review in exchange for business relationships, compensation, or any other benefit.
  • (vi) JA Research shall ensure complete segregation of Research Analysts from employees engaged in sales, trading, dealing, corporate finance advisory, or any other activity that may compromise the independence of research.
  • (vii) Research Analysts shall not:
    • (a) Communicate with current or prospective clients in the presence of brokerage personnel or Company Management.
    • (b) Participate in sales or marketing activities relating to brokerage services or discuss brokerage transactions with clients.
    • (c) Promise favorable research coverage to any company, industry, sector, or business group in exchange for compensation or business opportunities.
    • (d) Participate in business solicitation activities such as sales pitches, roadshows, or activities intended to obtain investment banking, merchant banking, or brokerage business.
  • (ix) Every Research Report prepared by a Research Analyst shall have an adequate documentary basis supported by proper research.

(D) Disclosures In Research Report:

Research Analysts of JA Research engaged in research activities and preparation of Research Reports shall disclose all material information relating to themselves or JA Research in every Research Report.

  • (i) Business Activities.
  • (ii) Disciplinary History.
  • (iii) Terms and Conditions under which the Research Report is offered.
  • (iv) Details of Associates.
  • (v) Details relating to Ownership and Material Conflict of Interest:
    • (a) Whether JA Research, its Research Analysts, associates, or relatives have any financial interest in the subject company, along with the nature of such interest.
    • (b) Whether JA Research, its Research Analysts, associates, or relatives hold actual or beneficial ownership of 1% or more of the securities of the subject company as on the last day of the month immediately preceding publication of the Research Report or Public Appearance.
    • (c) Details of such actual or beneficial ownership of 1% or more securities.
    • (d) Details of any material conflict of interest existing at the time of publication of the Research Report or Public Appearance.
    • (e) Details of any compensation received by JA Research, its Research Analysts, or associates from the subject company during the preceding 12 months.
    • (f) Whether JA Research or its associates managed or co-managed any public offering of the subject company during the previous 12 months.
    • (g) Whether JA Research or its associates received any compensation for Investment Banking, Merchant Banking, or Brokerage Services from the subject company during the previous 12 months.
    • (h) Whether JA Research or its associates received any compensation for products or services other than those mentioned above from the subject company during the previous 12 months.
    • (i) Details of any compensation or other benefits received from the subject company or any third party in connection with the Research Report.
  • (vi) During any Public Appearance, JA Research and/or its Research Analysts shall disclose:
    • (a) Whether they or their associates have received compensation from the subject company during the previous 12 months.
    • (b) Whether the subject company was a client of JA Research during the previous 12 months and the nature of services provided.
  • (vii) Whether the Research Analyst has served as an officer, director, or employee of the subject company.
  • (viii) Whether JA Research or its Research Analysts have been engaged in Market Making activities relating to the subject company.
  • (ix) Any other disclosures required by SEBI from time to time in Research Reports or Public Appearances.
  • (x) Research Reports shall contain factual information based on reliable sources and shall consistently define and apply all recommendation terminology.
  • (xi) Where a Research Report contains a rating or price target valid for at least one year, it shall include a graph of the daily closing price of the security for the assigned period or the immediately preceding three years, whichever is shorter.
  • (xii) Research Reports shall not be selectively distributed to internal trading personnel or any specific client or group of clients before being made available to all entitled recipients.
  • (xiii) Where a Third-Party Research Report is distributed, JA Research shall review it for any untrue statement of material fact or misleading information, provided JA Research has no direct or indirect contractual or business relationship with the Third-Party Research Provider.
  • (xiv) Whenever a Director, Employee, or Research Analyst of JA Research appears in public media and provides any recommendation or opinion, appropriate disclosure of name, registration status, and financial interest shall be made at the time of such communication.

4 - Other Conditions:

  • (i) Research Analysts of JA Research shall obtain the prescribed NISM Certification or any other certification specified by SEBI within the timeline prescribed under the applicable SEBI Regulations.
  • (ii) JA Research and its Research Analysts shall maintain and preserve the following records for a minimum period of five (5) years:
    • Research Reports duly signed and dated.
    • Research Recommendations issued.
    • Rationale supporting every Research Recommendation.
    • Records of Public Appearances.
  • (iii) Every Research Analyst shall promptly inform JA Research in writing of any incorrect, false, misleading, or changed information previously submitted.
  • (iv) The Compliance Officer of JA Research shall monitor and ensure compliance with these requirements.
  • (v) JA Research shall conduct an Annual Compliance Audit through a member of ICAI or ICSI in accordance with the applicable SEBI Regulations.
  • Note: This policy has been considered, implemented, and circulated by JA Research.