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TMI Blog2024 (8) TMI 797X X X X Extracts X X X X X X X X Extracts X X X X ..... ge Board of India (hereinafter referred to as "SEBI") regarding the activities of Mr. Balu Motiram Bharati (here in after referred to as "Balu Motiram"), an Authorised Person of a registered Stock-Broker namely ABC Limited Note: The actual name of the stock-broker is not used in this order as the stock-broker is not a Noticee in the instant proceedings at this stage. ABC Limited is a disguised name for reference purpose and actual name would be supplied to the Noticees during inspection and to Hon'ble SAT and Courts, during court proceedings.. 2. Due to certain findings that emerged during the said inspection exercise, an independent examination of activities of Ravindra Bharti Education Institute Private Limited (here in after referred to as "RBEIPL" or Noticee no. 1) was carried out by the SEBI for the period from March 10, 2017 to September 30, 2023 (here in after referred to as "examination period"), as it was prima facie noticed during the inspection of Mr. Balu Motiram, Authorised Person of stock-broker ABC Limited, that RBEIPL was engaged in providing stock buy/sell recommendations to investors. The focus of the said examination was to ascertain if the said entity, i.e. RBE ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f every client, it is essential to keep evidence of mode of placement of such order(s) by the client. The evidence of order placement of each client is required to be maintained and preserved for certain specified period and such mode of placement of order could be in the form of telephone recording, written order through emails, personal visit etc. Being agents of stock brokers, the said 2018 Circular is equally applicable on the Authorised Persons of stock brokers. As stated above that an inspection of Mr. Balu Motiram, one of the Authorised Persons of the stock broker ABC Limited was carried out. During the aforesaid inspection, perusal of call recordings and emails pertaining to pre- confirmation of trades revealed that instead of clients approaching the said Authorised Person to execute the trades, the representatives of the Authorised Person were first approaching the clients, and were recommending the clients with specific recommendation to either buy or sell the securities in their accounts. An unusual fact was noticed that instead of receiving request from client for placing orders, there were contacts and frequent calls from the office of the Authorised Person to the clie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... both RBEIPL and the Authorised Person (Mr. Balu Motiram) have been operating from the same premises. It has further been noticed that the said Mr. Rahul Ananta Gosavi has later on become a Director of RBEIPL. 9. Similarly, another dealer of Mr. Balu Motiram, namely Mr. Harshad Bodhe is also found to be employed with Noticee no. 1, RBEIPL. In this respect, the appointment letter dated September 22, 2023 of Mr Harshad Bodhe is reproduced herein below: Image no. 3 10. From the above, it is noticed that Mr. Harshad Bodhe was employed with RBEIPL as a Team Leader w.e.f. January 17, 2022. However, the appointment letter was issued on September 23, 2023. 11. Similarly, the Approved Person of Mr Balu Motiram, namely Mr. Vishwas Nana Giri, is also employed with RBEIPL. Perusal of the appointment letter and the salary slip reveals that though Mr. Vishwas Nana Giri was employed with Noticee no. 1, RBEIPL, from April 18, 2017, the appointment letter was issued on May 31, 2023. By the said appointment letter, Mr. Vishwas Nana Giri was appointed as 'Senior Investment Advisor'. Copy of the relevant portion of the said salary slip and appointment letter are reproduced herein below: Image no. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y services was normally above INR 50,000. Therefore, entries in the accounts of Noticee no. 1 were examined to ascertain fee collected/ received out of investment advisory activities. It has also been noticed that the bank accounts of RBEIPL had certain credit entries which were observed to be transferred either: (i) from its other accounts, (ii) from its related entities, (iii) from financial institutions or (iv) were high value credits with narration not pertaining to investment advisory. Considering the above, in order to arrive at an amount which RBEIPL appears to have collected from advisory services during the period January 10, 2018 to September 30, 2023, the amount of "fees for trading courses" and the other entries listed above (i.e. from other accounts or from related entities or from financial institutions or of high value credit with narration not pertaining to investment advisory) were excluded. After such exclusion, it is observed that there were total 682 credit entries for a cumulative amount of INR 9,41,97,759.42, in the accounts of Noticee no. 1 that can be said to be prima facie received against the investment advisory services during the period January 10, 2018 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he complete details of its advisory services including copy of all emails sent to the advisory clients. However, copies of all the emails issued by the Noticee no. 1 to its clients (email dump), were not shared despite sending reminders. Subsequently, vide its email and letter dated December 18, 2023, the Noticee no. 1 has inter alia provided details of 235 active Wealth Management clients. In addition, details of 55 clients with status as "closed"; and details of 17 clients with status "refunded" were provided. However, many names were duplicate in the said list and after removing those duplicate names, a total 290 unique clients were found. Vide the aforesaid letter, RBEIPL has also furnished copies of Wealth Management agreements executed with some of the clients and copies of the payment receipts. However, the complete set of emails (email dump) pertaining to the advisory services rendered to the clients was not furnished despite reminders. For lapse of sufficient period of time and for non -furnishing the left-out information, no plausible explanation has been provided. Further, it cannot be confirmed that the list provided by RBEIPL consists of complete set of clients to whom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he amount above Expected returns III. It has further been noticed that once investors get themselves enrolled in the Wealth Management program of the Noticee no. 1, representative of the Noticee no. 1 approaches such investor via email, recommending transactions pertaining to the stock market to be executed in the respective account of investors. The said recommendation contains the names of the scrip/contract along with the quantities of the shares/contracts recommended to be transacted by investors. IV. One such email issued by and on behalf of the Noticee no.1 to one of its Wealth Management clients containing an advice/recommendation to buy shares is given below (name, email id etc. of the client is redacted): Image no. 8 V. Upon receipt of the recommendation/advisory from the Noticee no. 1, the client either approves by sending a reply to the email or transact in securities and update the Noticee no. 1 with details of securities transacted as per the advisory received from the Noticee no. 1. One such instance of recommendation is depicted herein below: Image no. 9 VI. From the above, it is observed that on September 21, 2023 at 10:35 a.m., a recommendation was shared ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... low (name of the client redacted): RBEIPL - Hello Sir, good morning. This is ..... from Bharti Share Market Wealth Service. I'm calling for your confirmation for purchasing some stocks in your account, BXXXXXX1 MXXXj PXXXl. I'll read the names and quantities of the shares now. (Representative reads list of 17 shares). We have to buy all this stock at market price in account BXXXXXX1 MXXXj PXXXl.. Should I buy this stocks? CLIENT - Yes please buy. RBEIPL - Okay Sir. Thanks You. CLIENT - Thank You. IX. As noted above that initially a call was made on behalf of the Noticee no. 1 informing the client that another call will be made wherein, the client has to give his approval for transacting in securities on the stocks recommended by the Noticee no. 1. Since, the client has given his approval in the above instance, shares of 17 companies were purchased in the account of the said client, while acting on the recommendation made on behalf of the Noticee no. 1. X. Similarly, in another instance, an investor is first issued an email, and subsequently called up to give the background. After all this process, she is called again to obtain the pre-trade confirmat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the call was made first by the Noticee no.1 asking the investor that some transactions would be made in the account of the investor and further investor was asked to behave in a particular fashion as suggested by the representative of the Noticee no. 1 for executing trades as per recommendations. Subsequently, the confirmation from the investor for placing the order in the trading account was secured through another call on behalf of the Authorised Person. 21. At this stage, I also note the declaration and covenants of the agreements that have been executed by the Noticee no. 1 with its clients. Few of the relevant portion of the agreement relevant for the instant proceeding is reproduced hereunder: "DISCLAIMER ... Based on the information provided to Ravindra Bharti Wealth Management, my risk profile is Balanced. Based on my risk profile, the asset allocation recommended by Ravindra Bharti Wealth Management is 60% in equity, 40 % in debt, 0% in cash. However, I would like to take an exception/ deviation from the recommended asset allocation and I here by give my consent for an asset allocation of 100% in equity, 0% in debt, 0% in cash. I understand that, due to change ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... me at that point of time as per Ravindra Bharti Wealth Management 's fee structure. Ravindra Bharti Wealth Management shall intimate me about the same from time to time. 3.4 Performance fee: I shall be liable to pay a performance fee as per the plan selected by me plus the applicable government taxes and levies. Performance fee shall be calculated as a % of the profit less hurdle rate on the return on the dealt with securities, which shall be generated at the end of the plan duration. Performance fees shall be calculated proportionately based on the time and amount of my actual investment. 3.5 The performance fee shall be payable after the completion of the duration of the plan selected by me or termination of my contract with Ravindra Bharti Wealth Management whichever is earlier. The performance fee is payable for each duration based on the High Water Mark principle. ... 4 Powers of the Advisor 4.1 Ravindra Bharti Wealth Management may exercise the following powers on my behalf for the purpose of this contract at such time, in such manner as it may in its discretion think fit for the purpose of performing its powers, duties and responsibilities set out hereunder: 4.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after every 2 years during the subsistence of this contract to Ravindra Bharti Wealth Management for portfolio renewal. 10.2 I hereby undertake that, I shall provide the original contract notes of the transactions done based on recommendations received from Ravindra Bharti Wealth Management and agree to register the same on Ravindra Bharti Wealth Management IT system as records of the transactions." (underline supplied) 22. Further, records before me indicate that during the relevant times, the website of the Noticee no. 1, inter alia, had following declarations: Image no. 10 23. The relevant portion of the aforesaid screenshot of the website is reproduced here under: "We provide personalized investment and financial planning services to high-net-worth individuals and families. We offer various services, including investment management, financial planning, tax optimization, retirement planning, and risk management. Our Wealth Management Plans Kindly refer brochure... Profit Sharing is applicable only on the profit of the above Expected Returns for the respective plan." 24. It has also been confirmed that none of the Noticees have any registration with SEBI with respe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o. (2) Name of the account holder (3) Account Number and name of the banks / payment aggregators 1 RAVINDRA BHARTI EDUCATION INSTITUTE PRIV 8XXX7XX150 - Kotak Mahindra Bank 2 RAVINDRA BHARTI EDUCATION INST PVT LTD 5XXX0XX8962711 - HDFC Bank Limited 3 RAVINDRA BHARTI EDUCATION INSTITUTE IXXXnS8KXnntJD - Razorpay Software Private Limited 4 RAVINDRA BHARTI EDUCATION INSTITUTE 14XX0 - Easebuzz Private Limited V. The Noticee no. 1 vide its above referred letter dated December 18, 2023 admitted to have received INR 5.44 Crore as advisory fee for the period of March 11, 2020 to August 29, 2023. However, the bank accounts of the Noticee no. 1 indicated several transactions above the amount of INR 50,000, which prima facie appears to be amounts received against advisory fee. Hence, details of aforesaid amounts furnished by the Noticee no. 1 were cross-checked with the bank account statements of the Noticee no. 1. The entries pertaining to substantial number of its clients have been traced and matched with the entries shown in the bank account of the Noticee no. 1. At para 15 of this order, total credit entries in the bank account of the Noticee no. 1 during the period January ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entities holding themselves out as investment advisers, qualify as "investment adviser". In the present case, the Noticee no. 1 has not only held itself out as investment adviser (in its agreements executed with the clients), but the evidence gathered in the course of examination also strongly demonstrate that acts engaged in by the Noticee no.1 are prima facie falling within the ambit of providing advice relating to purchasing, selling the securities in lieu of monetary consideration, as defined under the IA Regulations. VIII. Further, it has also been noticed that the employees of the Noticee no. 1 were not only providing recommendation for investment in securities but further seen to have requested the customer/client to update the details of trades executed in terms of the investment advice. The email communication states as: "We request you to kindly execute these recommendations at CMP and share your contract note with us at [email protected]. This will enable us to update your records at our end." IX. The email further reads as: "The below recommendation is based on your current updated portfolio with us." X. It has been noted at para 19 (XI) above explainin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the acts and omission on the part of the Noticee no. 1 pertaining to providing investment advisory services, without obtaining registration from SEBI, are in violation of the provisions of the SEBI Act and Regulations made thereunder. 27. The text of relevant provisions of the SEBI Act, 1992, IA Regulations, and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 are reproduced below for ready reference: SEBI Act, 1992 Functions of Board 11. (1) Subject to the provisions of this Act, it shall be the duty of the Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market, by such measures as it thinks fit. (2) Without prejudice to the generality of the foregoing provisions, the measures referred to therein may provide for- ... (ia) calling for information and records from any person including any bank or any other authority or board or corporation established or constituted by or under any Central or State Act which, in the opinion of the Board, shall be relevant to any investigation or inquiry by the Board in respect of any transaction in secur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the prescribed manner. Registration of stock brokers, sub-brokers, share transfer agents, etc. 12. (1) No stock broker, sub-broker, share transfer agent, banker to an issue, trustee of trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser and such other intermediary who may be associated with securities market shall buy, sell or deal in securities except under, and in accordance with, the conditions of a certificate of registration obtained from the Board in accordance with the regulations made under this Act: Provided that a person buying or selling securities or otherwise dealing with the securities market as a stock broker, sub-broker, share transfer agent, banker to an issue, trustee of trust deed, registrar to an issue, merchant banker, underwriter, portfolio manager, investment adviser and such other intermediary who may be associated with securities market immediately before the establishment of the Board for which no registration certificate was necessary prior to such establishment, may continue to do so for a period of three months from such establishment or, if he has made an application for such registration withi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ir trade practices. 15HA.If any person indulges in fraudulent and unfair trade practices relating to securities, he shall be liable to a penalty which shall not be less than five lakh rupees but which may extend to twenty-five crore rupees or three times the amount of profits made out of such practices, whichever is higher. Penalty for contravention where no separate penalty has been provided. 15HB. Whoever fails to comply with any provision of this Act, the rules or the regulations made or directions issued by the Board thereunder for which no separate penalty has been provided, shall be liable to a penalty which shall not be less than one lakh rupees but which may extend to one crore rupees. Delegation. 19. The Board may, by general or special order in writing delegate to any member, officer of the Board or any other person subject to such conditions, if any, as may be specified in the order, such of its powers and functions under this Act (except the powers under section 29) as it may deem necessary. IA Regulations Application for grant of certificate. 3. (1) On and from the commencement of these regulations, no person shall act as an investment adviser or hold i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny person by a market participant to deal in securities with the objective of enhancing his brokerage or commission or income; (s) mis-selling of securities or services relating to securities market. 11. (1) The Board may, without prejudice to the provisions contained in sub- sections (1), (2), (2A) and (3) of section 11 and section 11B of the Act, by an order, for reasons to be recorded in writing, in the interests of investors and securities market, issue or take any of the following actions or directions, either pending investigation or enquiry or on completion of such investigation or enquiry, namely:- ... (d) impound and retain the proceeds or securities in respect of any transaction which is in violation or prima facie in violation of these regulations; 28. It is required to be examined whether the above narrated acts on the part of the Noticee no. 1 are in prima facie violation of: i. Sub-section (1) of section 12 of the SEBI Act, 1992 and sub-regulation (1) of the regulation 3 of the IA Regulations; ii. Clauses (a), (b) and (c) of section 12A of the SEBI Act, 1992 read with Sub- regulation (a), (b), (c), (d) of regulation 3, sub-regulation (1) of regulation 4, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt fee of 22% (INR 5,50,847 plus taxes) has been charged upfront. In the same plan, the Expected Return is mentioned as 1000% (Column 3 under Table no. 4) and the profit sharing is mentioned as 10% (Column 4 under Table no. 4). Further, the clause 3.4 of the Wealth Management agreement specifies that the performance fee that shall be calculated as a percentage of the profit, over and above the hurdle rate on the return. It is understood that Hurdle Rate and Expected Return are one and the same. 32. It is further noted from records that the Noticee no. 1 has admitted providing investment advisory services to at least 290 unique investors during the period March 11, 2020 to August 29, 2023 and through these activities of providing investor advisory for which no registration was obtained from SEBI, the Noticee no. 1 has earned more than INR 12 Crore as fee from the clients, as discussed in para 25 (V) Table no. 6. 33. In view of the above, I hold that the Noticee no. 1 has, prima facie, violated provisions of sub-section (1) of section 12 of the SEBI Act, 1992 read with sub- regulation (1) of regulation 3 of the IA Regulations. B. Whether there is violation of clauses (a), (b) and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which indeed has the characteristics of influencing investment decision of investor. As shown above in para 19 (XI), investors just say yes on the lines of advice and recommendation made by and on behalf of Noticee no. 1. 36. I observe that apart from the management fees, the Noticee no. 1 has also kept provision of profit sharing with the investors and in order to increase the said component, the Noticee no. 1 is inducing the investors to trade more and more in securities. The said observation finds support from the call recording as it has been seen that investor is advised to sell some shares that she holds in her Demat account. As can be noted from the said transcript, the investor was asked by the representative of the Noticee no. 1 to 'sell' some shares, however, for some reason, the recommendation was understood by the investor as 'buy' recommendation. Upon noticing the that the approval by the investor was contrary to the recommendation, the same representative of the Noticee no. 1 instantly clarifies to solicit from the investor that the call has been made to recommend to 'sell' shares and finally, under the authorisation taken on a pre-recorded phone call, shares of 18 d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f he proves that the contravention was committed without his knowledge or that he had exercised all due diligence to prevent the commission of such contravention. 41. In the paragraph 3 of the present order, the details of the present and past Directors of Noticee no. 1 have been mentioned. It is noted that the Noticee no. 1 was incorporated, promoted and controlled by Noticee no. 2 (Mr. Ravindra Bharti) and Noticee no. 3 (Mrs. Shubhangi Ravindra Bharti), who also happen to be husband and wife. Further, Mr. Ravindra Bharti held 86.33% and Mrs. Shubhangi Ravindra Bharti held 10.10% of the shareholding in RBEIPL, as on March 31, 2023 42. It is further seen that after incorporating Noticee no. 1, its two Promoter Directors, viz., Noticee no. 2 and Noticee no. 3 continued to be on the helms of its affairs till October 03, 2023, when, Noticee no. 4 and Noticee no. 5 had been appointed on the Board of the Noticee no. 1 w.e.f. September 22, 2023, just few days before disassociation of Noticee no. 2 and Noticee no. 3. It is of pertinence to mention here that by the time the said Noticees were appointed on the Board of the Noticee no. 1, the examination by SEBI into the present matter had ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny person associated with the securities market to buy, sell or deal in securities and to issue "such directions as may be necessary" in the interest of investors of the securities market. Further, sub-section (4A) of section 11 and sub-section (2) of section 11B of the SEBI Act, empowers SEBI to impose penalty after holding an enquiry in the prescribed manner. Further, clause (ia) of sub section (2) of section 11 of the SEBI Act, 1992 empowers SEBI to call for information. Section 11D of the SEBI Act, 1992 empowers SEBI to pass an order directing a person to cease and desist from an activity which has violated or is likely to violate any provisions of the SEBI Act, 1992 or the rules and regulations made thereunder. Further, clause (d) of sub-section (4) of section 11 of the SEBI Act and clause (d) of sub-regulation (1) of regulation 11 of the PFUTP Regulations, empowers SEBI to impound and retain the proceeds of securities in respect of transactions which are under investigation or which are prima facie in violation of PFUTP Regulations. 48. It is noted that section 19 of the SEBI Act, 1992 provides for delegation of power and functions, and in pursuance of the same, the power to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d with the clients. 3. opies of emails sent from the email ids [email protected] and [email protected], till date. 4. Details of Management fees collected from investors against wealth management agreement. 52. In reply thereto, vide its letter dated December 18, 2023, Noticee no. 1 has furnished list of 290 unique clients from whom it has admitted to have taken money against investment advisory services. However, when the said details were cross checked with the bank accounts, the payment details of only 141 clients could be traced in the bank accounts, indicating that the Noticee no. 1 might have been collecting fees towards investment advisory in other modes/bank accounts and the information furnished are not true and complete in all sense. Further, from the analysis of character and narration of entries in the bank accounts, it is observed that the Noticee no. 1 has received more than INR 12 Crore (Table no. 6) from the investors toward investment advisory during the period from January 10, 2018 to September 30, 2023. It is also of pertinence to mention that despite categorically seeking the email dump of the emails issued to the advisory clients, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or their personal enrichment but in detriment to the investors. Guaranteed returns upto 1000% is a clear case of abuse of investors' confidence in the securities market. 56. Further, the Hon'ble Supreme Court of India, in the matter of N. Narayanan Vs. Adjudicating Officer, SEBI [(2013) 12 SCC 152] has inter alia observed as: "...We would like to demonstrate on the facts of this case as well as law on the point that market abuse has now become a common practice in the India security market and, if not properly curbed, the same would result in defeating the very object and purpose of SEBI Act which is intended to protect the interests of investors in securities and to promote the development of securities market. Capital market, as already stated, has witnessed tremendous growth in recent times, characterized particularly by the increasing participation of the public. Investors' confidence in capital market can be sustained largely by ensuring investors protection. Securities Market abuse Prevention of market abuse and preservation of market integrity is the hallmark of Securities Law. Section 12A read with Regulations 3 and 4 of the Regulations 2003 essentially intended to p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 months from the date of order or at the expiry of such contracts, whichever is earlier. The Noticees are permitted to settle the pay-in and pay-out obligations in respect of transactions, if any, which have taken place before the close of trading on the date of this order. III. The Noticees nos. 2 to 5 are hereby restrained from associating themselves with any intermediary registered with SEBI, in any capacity till further orders. IV. An amount of INR 12,03,82,130.91 being the total unlawful gain earned from the alleged unregistered investment advisory business, shall be impounded from Noticee no. 1. V. The Noticee no. 1 is directed to credit/deposit the aforesaid amount of unlawful gains to an interest bearing Escrow Account created specifically for the purpose in a Nationalized Bank. The Escrow Account(s) shall create a lien in favour of SEBI and the monies kept therein shall not be released without the permission from SEBI. VI. Banks are directed that no debits shall be made, without the permission of SEBI, in respect of the bank accounts held jointly or severally by the Noticee no. 1, except for the purposes of transfer of funds to the Escrow Account. Further, the De ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clause (d) of sub-section (4) of section 11, sub-section (4A) of section 11, sub-section (1) of section 11B, and sub-section (2) of section 11B, section 11D of SEBI Act 1992, read with clause (d) of sub-regulation (1) of regulation 11 of PFUTP Regulations, read with SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 2005, calling upon Noticees to show cause as to why following directions shall not be passed against them: a) Direction to disgorge an amount equivalent to the total gains made on account of alleged unregistered investment advisory along with interest; b) Direction to restrain them from accessing the securities market and prohibiting them from buying, selling or otherwise dealing in securities for an appropriate period; c) Directions for imposition of penalty under sub-section (4A) of section 11 and sub-section (2) of section 11B read with section 15EB and section 15HB of the SEBI Act, 1992 for carrying out unregistered investment advisory activities; d) Directions for imposition of penalty under sub-section (4A) of section 11 and sub-section (2) of section 11B with section 15HA of the SEBI Act, 1992 for violation of provisions of PFUTP Regulatio ..... 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