A. INTRODUCTION
Hold your compass steady, because SEBI’s Advertisement Code has reshaped the investment marketing landscape Whether you’re a seasoned investment adviser navigating client portfolios or a research analyst charting market trends, navigating the new regulatory waters is crucial.
This code presents both new challenges and exciting opportunities. For investment advisers, it means ensuring every recommendation resonates with ethical clarity and builds long-term trust with clients. For research analysts, it’s about crafting insightful reports that empower investors without veering into misleading hype.
SEBI had issued a circular on April 05, 2023 introducing Advertisement code for Investment Advisers (IA) and Research Analysts (RAs) (the Code). It goes on to specify that the SEBI Registered Investment Advisers (RIAs) has to go one step ahead and take approval from BASL 1 before advertising any content.
SEBI (Investment Advisers) Regulations, 2013 and SEBI (Research Analysts) Regulations, 2014 provides for code of conduct to be followed by IAs and RAs respectively. In order to further strengthen the conduct of IAs and RAs, while issuing any advertisement, it is directed that IAs/RAs shall ensure compliance with the advertisement code.
B. UNDERSTANDING THE PURPOSE OF THE CODE
This code promotes transparency, fair practices, and investor protection in the advertising world of Investment Advisers and Research Analysts. It aims to:
- Prevent misleading or exaggerated claims: False information, promises of guaranteed returns, and misleading testimonials are prohibited.
- Ensure clarity and accuracy: Information must be accurate, complete, and unambiguous, using understandable language.
- Avoid undue influence: Exploiting investor inexperience or using celebrities to promote unproven strategies is forbidden.
- Level the playing field: Superlative terms like best or unfair comparisons between advisors are not allowed.
- Promote compliance: Prior approval for most advertisements is required to ensure adherence to the code.
C. KEY PROVISIONS OF THE CODE
1. Applicability of the Code
This Code is applicable on all forms of communications including pamphlets, circulars, brochures, notices, research reports or any other literature, document, information or material published, or designed for use in any publication or displays (such as newspaper, magazine, sign boards/hoardings at any location), in any electronic, wired or wireless communication (such as electronic mail, text messaging, messaging platforms, social media platforms, radio, telephone, or in any other form over the internet) or over any other audio-visual form of communication (such as television, tape recording, video tape recordings, motion pictures, etc.) or in any other manner whatsoever.
It is to be noted that any communication aimed at solicitation of clients or making claims of service or performance of IAs shall constitute an advertisement irrespective of whether such communication is made to existing or perspective clients.
2.1. Advertisement shall contain
The information/disclosures that the advertisement 2 shall contain, include the following: –
a. Name of the member 3 as registered with SEBI, registered office address, SEBI Registration Number/ member ID allotted by BASL, logo/ brand name/ trade name of the member, if any, and CIN of the member, if applicable
b. Information which is accurate, true and complete in unambiguous and concise language.
c. Standard warning in legible fonts (minimum font size 10) 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.
d. 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.
e. 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.
f. In case the mode of Advertisement is in the form of SMS/ Message/ Pop-up, social media, etc. and the details such as full name, logo/ brand name/ trade name/ full registered office address, SEBI Registration Numbers, BASL membership ID and standard disclaimer are not mentioned, then official website hyperlink should be provided in such SMS/ Message/Pop-up, etc., and the website must contain all such details.
g. If there is a mention of content pertaining to any other business activity such as Mutual Funds, Initial Public Offer (IPO), Insurance, Commodities, Bonds, Loans, etc., in the Advertisement, then respective SEBI Registration Number(s), where applicable, must be
mentioned.
h. If the member is only a distributor(s) for any of the products mentioned in the Advertisement, disclaimer that they are only distributor(s) of such products must be
specifically mentioned in the disclaimer.
i. In case any specific security/ securities are displayed in the Advertisement as examples, disclaimer that “The securities quoted are for illustration only and are not recommendatory” should be mentioned. Further, such disclaimer must be on the same slide of the written creative/ frame of the video where such specific security/ securities are displayed and not at the end of the creative/ Advertisement. The logos of the securities quoted shall not be used in the creative/ Advertisement.
j. Statistical information, charts, graphs, etc., when used, should be supported by their source, i.e., certification by a practicing professional or other authentic verifiable source, if any.
k. Where advertising claims are expressly stated to be based on, or supported by independent research or assessment, source of such data and the period it relates to, must be indicated in the Advertisement. Further, authentic source of such information must be provided in the Advertisement.
l. Name and Logo of BASL shall not be used by the members in their creative/ Advertisement.
m. Advertisement and communications/ correspondences with clients shall include the disclaimer that “Registration granted by SEBI, membership of BASL and certification from National Institute of Securities Markets (NISM) in no way guarantee performance of the intermediary or provide any assurance of returns to investors”.
2.2. Prohibitions in the advertisement
The advertisement shall not contain:
a. Anything which is prohibited for publication under the law.
b. Statements which are false, misleading, biased or deceptive, based on assumptions or projections.
c. Any misleading or deceptive testimonials.
d. Statements which, directly or by implication or by omission, may mislead the investor.
e. Any statement likely to be misunderstood or likely to disguise the significance of the same or any other statement contained in the advertisement.
f. Any statement designed to exploit the lack of experience or knowledge of the investors.
g. Any statement that is exaggerated or is inconsistent with or unrelated to the nature and risk and return profile of the product.
h. Extensive use of technical or legal terminology or complex language and the inclusion of excessive details which may distract the investors.
i. Reference to any report, analysis, or service as free, unless it actually is free and without condition or obligation.
j. Any promise or guarantee of assured or risk-free return to the investors.
k. The advertisement shall not imply any assured returns or minimum returns or target return or percentage accuracy or service provision till achievement of target returns or any other nomenclature that gives the impression to the client that the investment advice/recommendation of research report is risk-free and/ or not susceptible to market risks and/or that it can generate returns with any level of assurance.
l. Any statement which directly or indirectly discredits other advertisements or intermediaries or makes unfair comparisons or ascribes any qualitative advantage over other intermediaries directly or indirectly.
m. Reference to past performance of the IA/ RA.
n. Superlative terms such as “Best”, “No. 1”, Top Adviser/Research Analyst, “Leading”, “One of the best amongst market leaders”, etc. so as to provide any endorsement of quality or standing of the IA/ RA. However, factual details of awards received by the IA/RA from independent organizations may be included.
o. Advertisements shall not include SEBI Logo.
p. Celebrities shall not form part of the Advertisements including but not limited to, in the form of cartoons/ memes, etc.
q. Any promise or assurance of any fixed/ guaranteed/ indicative returns to prospective/existing clients. Members are not permitted to undertake any business/ activity that is not allowed under the Bye-laws of BASL and Regulations/ circulars/ notices of SEBI/ BASL including operating any scheme of unauthorized collective investment/ portfolio management, promising indicative/ guaranteed/ fixed returns/ payments etc.
r. Recommendations such as BTST (Buy Today and Sell Tomorrow), ATST (Acquire Today and Sell Tomorrow) etc. cannot be mentioned in the Advertisement.
2.3. Approvals under the Code
Prior approval for all Advertisement should be obtained by SEBI recognized supervisory body example: IA shall obtain prior approval from BASL before issuance of Advertisement.
Approvals for Investment Advisers: IA can apply for Advertisement approval by loging on to their BASL membership portal wherein a separate tab has been provided for Advertisement Application.
i. Maximum number of 3 creatives can be included in one Advertisement for approval.
ii. Copy of the complete Advertisement including contents provided in the link shall be submitted in the form of PDF (videos to be uploaded on BASL Membership portal) to BASL.
iii. IA shall provide an undertaking as per the prescribed format confirming compliance with the Code of Advertisement.
iv. IA shall provide an undertaking as per the prescribed format while submitting the draft content/script/Advertisement that has individuals forming a part of it, to BASL for approval
v. In case a creative is issued in any regional language, member shall provide the translated version of the said Advertisement in English.
It is to be noted that any Advertisement issued by Authorized Persons/ Business Partner/ Channel Partner of the members or Influencer/ Blogger being paid (directly or indirectly) of IA in any form of consideration by members, shall require prior BASL approval. Any Advertisement issued by Associated Person on their own shall not be entertained by BASL.
It is to be further noted that any promotion for the mobile application of IA (with or without account opening or Products/ Services information) will require prior BASL approval.
2.4. Other compliances
a. In the event of suspension of any IA/ RA by SEBI and/or by SEBI recognized supervisory body, the IA/ RA so suspended shall not issue any advertisement either singly or jointly with any other IA/ RA, during the period of suspension.
b. The IA/ RA shall not engage in games, leagues, schemes, competitions etc. which may involve distribution of prize monies, medals, gifts, etc.
c. These norms shall be applicable to any other investment/research/consultancy agency associated with the IA/ RA concerned and issuing advertisement wherein the IA/ RA has been named in the advertisement.
d. Copy of the advertisement shall be retained by IA/ RA for a period of five years in terms of Regulation 19(2) of the SEBI (Investment Advisers) Regulations, 2013 and Regulation 25 (2) of SEBI (Research Analysts) Regulations, 2014 respectively.
e. Any additional guidelines as may be specified by SEBI or SEBI recognized supervisory body from time to time.
3. Penalties
Members not complying with the Code for Advertisement may be subject to suitable action(s) such as imposition of penalty from time to time.
D. CONCLUSION
In conclusion, the SEBI Advertisement Code, effective since April 05, 2023, reshapes investment marketing with a focus on transparency and investor protection.
The code's main goals are to prevent misleading claims, ensure accuracy, avoid undue influence, level the playing field, and promote compliance. With detailed provisions, it sets strict standards for advertising.
Adherence to content, prohibitions, and prior approvals is crucial, with non-compliance leading to penalties. This is a testament to SEBI’s unwavering commitment towards investor welfare and is a further urge for members to maintain professionalism in advertising, thereby fostering a transparent and trustworthy investment environment.
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I hope this article has provided you with the valuable insights into the significance of Advertisements issued by IA/ RA. In case you have any queries, or seeking professional assistance in obtaining SEBI Registration, feel free to contact me at [email protected] or [email protected]
Notes :
1 BSE Administration and Supervision Limited (BASL) a wholly owned subsidiary of BSE has been granted approval from Securities and Exchange Board of India (SEBI) for administration and Supervision of Investment Advisers (IAs) under Regulation SEBI (Investment Advisers) Regulation 2013 (IA Regulations)
2 Advertisement shall include all forms of communication issued by or on behalf of or in relation to Investment Advisers (IA) that may influence investment decisions of any investor/prospective investors. It also includes internal communication to registered clients that may influence investment decisions.
3 Member refer to the intermediaries registered with BASL.
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