Enquiry Proecedings in respect of Seema Jain - Research Analyst

WTM/AS/MIRSD/MIRSD-SEC-4/32234/2025-26 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER Under Section 12 (3) of the Securities and Exchange Board of India Act, 1992 read with Regulation 27 of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008

In respect of Sr. No. Name of the Noticee SEBI Registration No. 1. Seema Jain INH100006667

In the matter of Seema Jain – Research Analyst

BACKGROUND 1. Securities and Exchange Board of India (hereinafter referred to as ‘SEBI’) conducted an inspection of Ms. Seem Jain (hereinafter referred to as “Noticee”), a SEBI registered Research Analyst (hereinafter referred to as the “RA”), for the period April 01, 2021 to October 31, 2022 (hereinafter also referred as ‘inspection period’) to look into the compliance with regulatory requirements stipulated under Securities and Exchange Board of India Act, 1992 (hereinafter referred to as ‘SEBI Act’), Securities and Exchange Board of India (Research Analysts) Regulations, 2014 (hereinafter referred to as “RA Regulations”) and circulars and guidelines framed thereunder.

2. The summary of contraventions alleged to have been committed by the Noticee (as observed during the inspection) is as under: a) The Noticee did not have the requisite certifications in terms of the RA Regulations; b) Non-maintenance of records; c) Trading during restricted period; Order in respect of Seema Jain – Research Analyst d) Publication of research reports without adequate documentary basis; e) Failure to provide necessary disclosures in research reports; f) Delay in obtaining SCORES login credentials and redressing investor complaints; and g) Non-compliance with conditions of registration certificate on account of aforesaid allegations and by providing research analyst services in the name of StockPro, a partnership firm, despite being registered as an individual research analyst. 3. Based on the findings of the said inspection, a Designated Authority (hereinafter referred to as “DA”) was appointed to inquire into and to submit a report pertaining to the aforesaid allegations. The DA issued a show-cause notice dated October 8, 2024 (hereinafter referred to as “SCN”) to the Noticee under regulation 25(1) of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 (hereinafter referred to as the “Intermediaries Regulations”) to show cause as to why appropriate recommendation should not be made against her in terms of Regulation 26 of the Intermediaries Regulations. The Noticee was advised to submit her reply, if any, within 21 days of receipt of the notice.

4. In response to the allegations mentioned at Para 2 above (also contained in the SCN), the Noticee, vide letter dated October 30, 2024, submitted her reply. Pursuant to receipt of the said reply, an opportunity of personal hearing was granted to the Noticee by the DA on March 17, 2025, which was availed by her.

5. After considering the allegations levelled in the SCN, reply filed by the Noticee and the material available on record, the DA found the Noticee to be in violation of all the allegations mentioned at Para 2 above.

6. After taking into account the aforesaid violations, the DA submitted the Enquiry Report dated May 23, 2025 and made the following recommendation: “15. In light of the above, I recommend suspension of the certificate of registration for one month in terms of regulation 26(1)(iii) of Intermediaries Regulations.”

7. The DA report was forwarded to the Noticee in terms of Regulation 27(1) of the Intermediaries Regulations vide a Post Enquiry Show Cause Notice dated June 10, 2025 (hereinafter referred to as “Post Enquiry SCN”) whereby the Noticee was advised to file her reply to the Post Enquiry SCN along with supporting documents, if any. The Noticee, vide email dated July 1, 2025, filed her written submissions dated June 30, 2025 in the matter and requested for an opportunity of personal hearing in the matter. As regards the request of personal hearing, the Noticee, vide email dated July 4, 2025, was intimated that in terms of regulation 27(4) of the Intermediaries Regulations, an opportunity of personal hearing may be accorded to an entity only in those cases where: (a) the Designated Authority has recommended cancellation of certificate; or (b) the Competent Authority is, prima facie, of the view that the case is fit for cancellation of certificate. Since in the present case, the DA had only recommended suspension of certificate of registration for one month, hearing was not warranted. The Noticee, vide email dated August 8, 2025, acknowledged the same and submitted that no additional submissions were to be made by her in the matter.

8. The submissions made by the Noticee, vide email dated July 1, 2025, are summarized as under: i. The Noticee inadvertently failed to maintain a valid NISM certificate as she mistakenly believed that she was required to acquire the said certificate only once. However, pursuant to the inspection, the Noticee promptly enrolled for the examination. The Noticee had not provided any research services to any of the clients during the period where she was not in the possession of the requisite NISM certifications;

ii. SEBI regulations do not prescribe any timeline for concluding the compliance audit. The Noticee had completed the compliance audits for all the years and submitted the reports to SEBI; iii. The Noticee has maintained records of all the recommendations provided by her. StockPro is a different entity which is engaged in educational work and the research given by the said entity must not be clubbed with the recommendations provided by the Noticee; iv. The Noticee had duly maintained the records of public appearances. There is no requirement under the relevant regulations for such records to be signed and thus, the Noticee has not violated the RA Regulations; v. The Noticee had duly maintained the record of rationale for all the recommendations provided by her and the sample records were also provided to SEBI. The Noticee has been maintaining records of rationale for all the recommendations given by her since inception but it was not possible to attach all the copies of rationale records of last 7 years and hence the Noticee provided sample of certain records. There is no evidence with SEBI to allege that the Noticee has not maintained the requisite records whereas she has produced sufficient evidence to prove otherwise; vi.

As regards the allegation of Noticee having traded in securities during the restricted period, SEBI has not illustrated even a single instance or produced any evidence in this regard and thus the said allegation must be dismissed. Further, the Noticee has not traded in the securities which were recommended to the clients; vii. The Noticee has not provided any research reports and was only providing research recommendations in terms of regulation 2(u)(iii) of the RA Regulations. It was not mandatory for the Noticee to publish the same. Moreover, SEBI Circular dated January 8, 2025 titled Guidelines for Research Analysts stipulates that research analysts are required to provide research report along-with every research service provided by them and prior to the said circular, there was no such requirement; viii. SEBI has incorrectly observed that mere sending of research recommendation through telegram and offering views/ opinion on the market or scrips through public platform like YouTube without charging fees can be construed as research reports; ix. The Noticee had not obtained the SCORES credentials till 2021. However, no complaint was received till the said period and thus, the delay has not led to any investor grievance.

Further, as regards the allegation that the Noticee resolved the investor complaints beyond the prescribed timelines, SEBI has not adduced any evidence to establish the said allegation. Mere allegation, without any concrete evidence is liable to be dismissed; x. StockPro was a different firm and was merely engaged in educational services. The said firm never provided any research services to the investors and hence informing SEBI about the said activities was not required under the RA Regulations; xi. The Noticee has already been imposed with a penalty of ₹5,00,000/-through an adjudication order for the same set of violations and further suspending her certificate for a period of one month will be double jeopardy.

CONSIDERATION AND FINDINGS:

9. I have perused the Enquiry Report sent to the Noticee along with the Post Enquiry SCN and other material available on record. In the instant proceedings, the DA has recommended that the certificate of registration of the Noticee be suspended for a period of one month.

10. I shall now proceed to deal with the allegations levelled against the Noticee under the following heads:

A. The Noticee did not have the requisite certifications in terms of the RA Regulations 11. It is alleged in the Enquiry Report that the Noticee did not have a valid NISM certification from April 2, 2022 – March 1, 2023 and was therefore in violation of regulation 7(2) of the RA Regulations. Regulation 7(2), as it existed at the relevant time, is produced hereunder for ready reference:

“7. (2) An individual registered as research analyst under these regulations, individuals employed as research analyst and partners of a research analyst, if any, shall have, at all times, a NISM certification for research analysts as specified by the Board or other certification recognized by the Board from time to time:

Provided that research analyst or research entity already engaged in issuance of research report or research analysis seeking registration under these regulations shall ensure that it or the individuals employed by it as research analyst and/or its partners obtain such certification within two years from the date of commencement of these regulations:

Provided further that fresh certification must be obtained before expiry of the validity of the existing certification to ensure continuity in compliance with certification requirements.”

The Noticee, in her submissions, has admitted the aforesaid violation and has stated that the same was an inadvertent error. The Noticee has also submitted that the said violation was subsequently corrected. I find that the fact of the Noticee having violated regulation 7(2) is not in dispute. The provision is very clear as to the maintenance of a valid certification at all times during the validity of the certificate of the registered intermediary (RA in the present case), and ignorance of the said requirement is no ground for excuse. Thus, I find the Noticee to be in violation of regulation 7(2) of the RA Regulations read with SEBI Research Analyst Examination Notification dated March 24, 2015 and Clause 7 of Code of Conduct as specified in Third Schedule and regulation 24(2) of the RA Regulations. However, I have also taken note of the facts that the Noticee has taken subsequent corrective measures and had not provided services when she was not in possession of the requisite certificates.

B. Non-maintenance of records 12. As regards the violation of non-maintenance of records, the DA has alleged non-compliance on part of the Noticee for four instances, namely: a. Non-compliance with the annual audit; b. Non-maintenance of records of research recommendations; c. Non-maintenance of records of public appearances; and d. Non-maintenance of records of rationale for recommendations provided by the Noticee.

13. As regards the violation mentioned at Para 12(a), the DA has observed in the Enquiry Report that the Noticee failed to carry out the annual audit in terms of the RA Regulations. The Noticee, in this regard, has submitted that the RA Regulations do not prescribe any timeline for concluding the compliance audits and the Noticee had, in fact, completed all the requisite compliance audits.

14. In this regard, I deem it fit, to first refer to regulation 25(3) of the RA Regulations which mandates the research analysts to carry out annual audits:

“(3) Research analyst or research entity shall conduct annual audit in respect of compliance with these regulations from a member of Institute of Chartered Accountants of India or Institute of Company Secretaries of India.”

15. It is noted from the aforesaid provision that no specific timeline has been specified therein for conducting the annual audits, as argued by the Noticee.

However, in my view, the same cannot be read in a manner to so as to lead to an interpretation/ situation, where the intermediaries are left with an indefinite and unreasonable timeframe to comply with the said mandate. The inspection in the instant matter was carried out on November 21, 2022, i.e., more than six months after the relevant financial year. I note that a delay of more than 6 months to comply with the regulatory requirements cannot be labelled as reasonable by any measure. Further, although the Noticee has submitted before me that she has completed all the compliance audits and filed the reports with SEBI, the said submission is contrary to the statements made by the Noticee during the course of inspection. I note from the material available on record that the Noticee, during the course of inspection, vide email dated October 26, 2023, had informed the inspecting authority that she had not conducted the annual compliance audit for the FY 2022-23 and was in the process of carrying out the same. In light of the said facts, I find myself in agreement with the observations made by the DA.

16. As regards the violation mentioned at Para 12(b), the DA has observed in the Enquiry Report that the Noticee has failed to maintain proper records for all the recommendations provided by her. The Noticee, in her defense, has argued that she had maintained records of all the recommendations provided by her and StockPro is a separate entity which was engaged in educational and research work and research services given by the said entity shall not be clubbed with recommendations provided by the Noticee.

17. In this context, I deem it necessary to lay out the requisite facts pertaining to Noticee and her association with StockPro. The Noticee, during the course of inspection, had submitted that she was a partner in StockPro and had also submitted her responses to the pre-inspection questionnaire on the letter-head of StockPro. The Noticee was admittedly publishing her research on stocks on social media channels of StockPro including Telegram, Twitter and YouTube.

It was observed during the course of inspection that the Noticee was publishing research reports/ recommendations, views, data, etc., in a publicly accessible Telegram group of StockPro. Accordingly, the association of the Noticee with StockPro is not in dispute and the recommendations made on the Telegram channel of StockPro shall be deemed to have been made by the Noticee.

18. In light of the aforesaid facts, I note that the Noticee was advised to furnish the records of recommendations/ reports maintained by her during the course of inspection. The Noticee furnished the same in an excel file. A comparison of the data submitted by the Noticee with the recommendations made by the Noticee on the telegram group revealed that the Noticee had not maintained records of all the recommendations made by her. During inspection, the data submitted by the Noticee and the recommendations made in the Telegram group were compared for 2 sample dates and it was observed that the data maintained by the Noticee was not complete. Additionally, the Noticee has not brought on record any evidence to substantiate her claim that she had maintained proper records of all the recommendations provided by her and thus, I am not inclined to accept the said submission of the Noticee.

19. As regards the violation at Para 12(c), the DA has observed in the Enquiry Report that the Noticee failed to maintain the records of the public appearances made by her. In her defense, the Noticee has submitted that she has maintained records of all the public appearances made by her and there is no requirement under the relevant regulations for such records to be signed and thus, the Noticee has not violated the RA Regulations. In this regard, I note from the material available on record that the Noticee had made public appearances and recommendations on the YouTube channel of StockPro. The association of the Noticee with StockPro has already been elaborated in the above paragraphs. I note that the records for videos containing recommendations (made by the Noticee) on YouTube channel of StockPro were not maintained by the Noticee. The Noticee has also not placed any evidence before me to establish otherwise. The excel sheet submitted by the Noticee containing the alleged record of the public appearances made by her was analyzed by the DA and it has been observed by the DA that the said excel sheet is not a reliable evidence as it has not been digitally signed. I find myself in agreement with the DA and note that the Noticee ought to have exhibited a higher degree of professionalism in maintaining the records. A bare document with no evidence to establish its authenticity or reliability cannot be deemed sufficient.

20. As regards the violation mentioned at Para 12(d), the DA has observed that the Noticee had failed to maintain record of the rationale for recommendations provided by her. The Noticee, in her defense, has argued that she had maintained record of rationale for all the recommendations provided by her and the sample records were also shared with SEBI. Further, it was not possible for the Noticee to share the copies of all the records preserved by her and hence sample of certain records were shared.

21. In this regard, the Noticee has not brought on record any evidence to substantiate her submissions. Neither has the Noticee offered, at any stage of the proceedings, to furnish the entire records, nor has she explained as to why all the records could not be shared with SEBI, even in electronic form. The data could have shared using a cloud link, pen drive, a compact disc, etc. and volume per se would not have been the inhibiting factor. Merely because the data was voluminous, the Noticee cannot argue that she was justified in not sharing the entire data with SEBI and thus, the said argument of the Noticee is not tenable. Further, the evidence submitted by the Noticee before the DA (excel sheet) also lacked credibility. The present sheet also was not digitally signed and its veracity could not be ascertained by any means, and therefore, the same, in my opinion, cannot be relied upon.

22. In light of the foregoing discussion, I find myself in agreement with the observations of the DA and find the Noticee to be in violation of regulations 25(1)(i), (ii), (iii), (iv) read with 25(2) and 25(3) of the RA Regulations and Clauses 1 and 7 of Code of Conduct of the RA Regulations.

C. Trading during restricted period 23. It has been observed by the DA in the Enquiry Report that the Noticee and Ms. Anushka Rajora (partner in StockPro) traded in the stocks recommended by the Noticee during the restricted period, i.e., 30 days before and 5 days after the publication of research reports/ recommendations. Inspection revealed that the Noticee had indulged in such trading on at least 268 instances. The Noticee, in her response, has submitted that SEBI has not illustrated even a single instance or produced any evidence and thus, the said allegation must be dropped. Further, the Noticee has submitted that she had not traded in any scrips which were recommended to the clients.

24. I note that the submission of the Noticee that SEBI has not illustrated even a single instance or produced any evidence to establish the allegation is factually incorrect. I note from the material available on record that vide letter dated February 15, 2023, the Noticee was provided with the findings of the inspection wherein the relevant documents in respect of the instant violation were placed as annexures. Vide the said letter, for 268 instances, the Noticee was provided with the name of the scrip, date on which the recommendation was made and the date on which the trades were executed by the Noticee. In light thereof, I am not inclined to accept the submission of the Noticee and find the Noticee to be in violation of regulation 16(2) of the RA Regulations read with clauses 1 and 7 of the Code of Conduct.

D. In respect of the contents of the reports 25. It has been observed by the DA in the Enquiry Report that the Noticee was (a) providing recommendations without recording any rationale and without any adequate documentary basis, (b) the Noticee was not defining the terms used while making recommendations and (c) the Noticee was not providing graphs for daily closing price of securities where the Noticee had given a target period of 1 year.

26. The Noticee, in her response, has submitted that she has not provided any research reports and was only providing research recommendations in terms of regulation 2(u)(iii) of the RA Regulations. As argued, it was not mandatory for the Noticee to publish research reports. The Noticee has also argued that SEBI Circular dated January 8, 2025 titled Guidelines for Research Analysts stipulates that research analysts are required to provide research report along-with every research service provided by them and prior to the said circular there was no such requirement.

27. I have perused the submissions of the Noticee vis-à-vis the allegations levelled. To begin with, the Noticee has incorrectly argued that she was not providing research reports and was only providing research recommendations in terms of regulation 2(u)(iii). the term ‘research report’ has been defined as under in regulation 2(w): “(w) “research report” means any written or electronic communication that includes research analysis or research recommendation or an opinion concerning securities or public offer, providing a basis for investment decision…”

28. It is not in dispute that the Noticee was providing research recommendations, electronically, to investors through the Telegram and YouTube channels. In light of the above definition of ‘research report’, the research recommendations provided electronically to the investors by the Noticee would squarely fall within the definition of the term ‘research report’ and would amount to research reports. Therefore, the submission of the Noticee that she was not providing research reports is not tenable.

29. The Noticee has also argued that she was not required to mandatorily publish the research reports. In this regard, I note that the allegation levelled in the Enquiry Report does not pertain to mandatory publication of the research reports by the Noticee. Rather, it has been alleged that the Noticee was providing such recommendations/ reports without any rationale/ documentary basis. As established above, the Noticee was not maintaining any records for rationale of recommendations provided by her to the clients. Additionally, the Noticee has failed to bring on record any evidence whatsoever to suggest that the recommendations provided by her were based on appropriate rationale and were backed by sufficient documentary basis. Thus, I find myself in agreement with the observation of the DA as regards the present violation.

30. It is noted that the Noticee has not provided any response to the allegation that she was not defining terms used while making recommendations. In terms of regulation 20(1), the Noticee “…shall define the terms used in making recommendations, and these terms shall be consistently used.”. However, as noted from the material available on record, the Noticee was not defining the requisite terms used in making the said recommendations. Therefore, I find myself in agreement with the observations of the DA in that regard.

31. As regards the allegation that the Noticee was not providing graphs for daily closing price of securities where the Noticee had given a target period of 1 year, the Noticee has failed to provide any explanations. In terms of regulation 20(3), the Noticee was required to provide graph of daily closing price of the securities. The Noticee had given one year targets in 7 different research reports through the Telegram channel but failed to provide graphs for daily closing price of the securities which was in violation of regulation 20(3) of the RA Regulations.

32. In light of the discussion in the preceding paragraphs, I find the Noticee to be in violation of regulations 18(7), 20(1) and 20(3) of the RA Regulations and clauses 2, 6 and 7 of Code of Conduct.

E. Failure to provide necessary disclosures in research reports 33. It has been observed by the DA that the Noticee was not providing requisite disclosures in terms of regulation 19 and 21 of the RA Regulations while making public appearances. During the course of inspection, it was noted that the Noticee was making public appearances through the YouTube channel of StockPro and the Noticee was trading in the scrips recommended by her during the restricted window. Since the Noticee had financial interest in the recommended scrips, she was obligated to disclose the said financial interest along with other requisite information in terms of the RA Regulations.

34. The Noticee, in this regard, has submitted that SEBI has incorrectly observed that sending of research recommendation through Telegram channels and offering views/ opinion on the market and scrips through YouTube would amount to research reports. The said contention of the Noticee has already been dealt with in the preceding paragraphs and it has been established that the recommendations provided by the Noticee via Telegram and YouTube would amount to research report.

35. The Noticee has not made any submission as regards the allegation that she failed to make the requisite disclosures in her research recommendations/ reports and while making public appearances. The fact of Noticee making public appearances through YouTube channel of StockPro and providing research reports via Telegram has been discussed above and has not been disputed by the Noticee. It has also been established that the Noticee was trading in certain scrips during the restricted period and in terms of the RA Regulations, she was obligated to make appropriate disclosures about the said financial interest to the investors. In light of the same, the Noticee was required to comply with the requirements of regulations 19 and 21 of the RA Regulations which, inter alia, mandated the Noticee to disclose registration details and details of financial interest of the Noticee (and her relatives) in the scrips recommended by her.

36. Thus, I note that the Noticee by failing to make the requisite disclosures has violated regulations 19 and 21 and Clauses 1, 3 and 7 of Code of Conduct of the RA Regulations.

F. Violations observed in respect of processes related to redressal of investor grievances 37. It has been observed by the DA that the Noticee (a) delayed in obtaining her SCORES credentials; (b) delayed in resolving investor complaints and (c) failed to publish investor charter.

38. The Noticee, in her defense, has submitted that although the Noticee did not obtain the SCORES credentials till 2021, the said delay did not cause any grievance to the investors has no complaints were received. Further, the Noticee has also submitted that the SCN has not adduced any evidence to establish the allegation that there was any delay in resolving investor grievance.

39. In my view, the submission of the Noticee that no prejudice has been caused to the investor cannot help her case. The Noticee got her registration on December 14, 2018 and was required to obtain the SCORES authentication within one month of her registration. The said safeguard was in place, at the relevant time, to ensure that interests of the investors are duly protected and the investors are made available an effective remedy for situations where the registered intermediary falls short of the regulatory requirements. The said safety measure was not optional but a mandatory requirement which the Noticee failed to comply with. Therefore, irrespective of the fact that no prejudice was caused to the investors, I find that the allegation against the Noticee stands established.

40. As regards the Noticee’s submission that no evidence has been provided to the Noticee pertaining to delay in resolving the investor complaints, I note that the Noticee was communicated the findings of the inspection vide letter dated February 15, 2023 and all the requisite details were provided to the Noticee for her comments. The said letter contained the name of the complainants, complaint number, date of receipt of the complaint, delay, etc. and the Noticee was advised to share her response regarding the same. I note from the material available on record that the Noticee had not made any submissions regarding the same and only responded to the findings pertaining to delay in obtaining SCORES credentials. The details of complaints which were resolved with a delay (details of which were shared with the Noticee) are as under:

Sr. Name of the Complaint No. Date of receipt Date of Time taken for No Complainant of complaint resolution resolution (days) 1 P Paranjape DARGP/E/2022/09225 27/03/2022 10/05/2022 44 2 Sidak Mutchall SEBIE/HY22/0000040/1 20/01/2022 27/03/2022 66 3 P Paranjape SEBIE/HY22/0000020/1 07/12/2021 04/02/2022 59 4 P Paranjape SEBIE/HY22/0000587/1 30/08/2021 09/12/2021 101

41. As noted above, the aforesaid data was shared with the Noticee along with the findings of inspection but the Noticee failed to submit her response to the same. In addition to the above, I note from the material available on record that the Noticee, during the course of proceedings before the DA, had submitted that she had taken adequate steps to redress clients’ grievances in a timely manner but many a times, there was a delay from the client’s end. In light of the Noticee’s submissions before the DA and the fact that the Noticee was duly provided with the relevant material during inspection, I am not inclined to accept the submissions of the Noticee.

42. The Noticee has not made any submission as regards the allegation of not publishing investor data and complaints on her website and therefore, I find the Noticee to be in violation of the said allegations. However, at this juncture, I deem it fit to note that the Noticee has taken corrective measures and the website hosted by the Noticee has the requisite details about the investor charter as well the data pertaining to the investor complaints.

43. In light of the above, I find the Noticee to be in violation of Clauses 5 and 9 read with Clause 13 of SEBI circular no. CIR/OIAE/1/2014 dated December 18, 2014, Clause 2 of SEBI circular no. SEBI/HO/IMD/IMD- IICIS/P/CIR/2021/0685 dated December 13, 2021 and Clauses 1 and 7 of Code of Conduct of the RA Regulations.

G. Non-compliance with conditions of registration certificate 44. The DA has observed that in light of the violations established above against the Noticee, she also stands in violation of regulation 13 of the RA Regulations. Further, it has also been alleged that although the Noticee was registered as an individual research analyst, she offered research analyst services through StockPro, a partnership firm. As alleged, the Noticee failed to intimate SEBI about this material information while seeking registration from SEBI. The Noticee, in her defense, has submitted that StockPro was a different firm and was merely engaged in educational services and never provided any research services to the investors and informing SEBI about the same was not mandated by the RA Regulations.

45. I have perused the material available on record and I find myself in agreement with the observations of the DA. As established in the preceding paragraphs, the Noticee has violated the provisions of the RA Regulations and is therefore in violation of regulation 13(i) of the said Regulations, which essentially requires the RA to abide by the provisions of the SEBI Act and the RA Regulations.

46. Further, as regards the Noticee not disclosing the details of StockPro, at the time of seeking registration, I note that StockPro was an associate concern of the Noticee and therefore, the Noticee ought to have declared the same while seeking registration. Clause 1 of Form A in First Schedule of the RA Regulations, inter alia, required the Noticee to declare the name and activities of the associate companies/ concerns of the applicant/ Noticee, which the Noticee failed to do. In this regard, however, I deem it pertinent to highlight that the aforesaid actions of the Noticee were in violation of regulation 3(2) read with Clause 1 of the First Schedule of the RA Regulations. However, in the SCN/DA Report, the Noticee has been alleged to have violated regulation 13(ii) of the RA Regulations which requires a registered intermediary to forthwith inform SEBI if any information/ particulars previously submitted to SEBI are found to be false or misleading or if there is any material change in the information already submitted. Since, in the present case, the Noticee had not submitted the requisite information at all, there was no case of any change in material information and therefore, regulation 13(ii) will not be applicable in the present case.

CONCLUSION 47. To conclude, I find the Noticee to have violated the below-mentioned provisions: a) Regulation 7(2) of RA Regulations read with SEBI Research Analyst Examination Notification dated March 24, 2015 and Clause 7 of Code of Conduct as specified in Third Schedule and regulation 24(2) of the RA Regulations; b) Regulations 25(1)(i), (ii), (iii), (iv) read with 25(2) and 25(3) and Clauses 1 and 7 of Code of Conduct of the RA Regulations; c) Regulation 16(2) and Clauses 1 and 7 of Code of Conduct of the RA Regulations; d) Regulations 18(7), 20(1) and 20(3) and Clauses 2, 6 and 7 of Code of Conduct of the RA Regulations; e) Regulations 19 and 21(1) and Clauses 1, 3 and 7 of Code of Conduct of the RA Regulations; f) Clauses 5 and 9 read with Clause 13 of SEBI circular no. CIR/OIAE/1/2014 dated December 18, 2014, Clause 2 of SEBI circular no. SEBI/HO/IMD/IMD- IICIS/P/CIR/2021/0685 dated December 13, 2021 and Clauses 1 and 7 of Code of Conduct of the RA Regulations; and g) Regulation 13(i) and Clauses 1 and 7 of Code of Conduct of the RA Regulations.

48. Having found that the Noticee has committed the violations as aforesaid, I shall now consider the recommendation made by the DA. The DA, in the Enquiry Report, has recommended that the certificate of registration of the Noticee be suspended for a period of one month. While I find myself in agreement with the observations of the DA as regards the violations committed by the Noticee, I deem it necessary to take into account certain additional factors. As noted above, the Noticee has taken corrective measures as regards the publication of investor charter on her website and has also submitted that she has obtained the necessary certifications. Further, I also take note of the AO Order, vide which, for a similar set of violations, a penalty of ₹5,00,000/- has been imposed upon the Noticee. Accordingly, considering the corrective actions taken by the Noticee and the fact that a penalty has also been imposed by way of an Adjudication Order, I am of the opinion that directing the Noticee to not take new clients for a period of one month would be commensurate to the violations established against the Noticee.

DIRECTIONS

49. In view of the above, I, in exercise of the powers conferred upon me under Section 19 of the SEBI Act, 1992 read with Regulation 27(5) of the Intermediaries Regulations, hereby, prohibit the Noticee, Ms. Seema Jain, from taking up any new assignment or on-boarding new clients for a period of one month. 50. This order shall come into force with immediate effect.

51. A copy of the Order shall be served on the Noticee and the concerned Market Infrastructure Institutions for their information and record.

DATE: MARCH 18, 2026 AMARJEET SINGH PLACE: MUMBAI WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA