Final Order in respect of M/s Proficient Global Research-Proprietor Mr. Abhishek Suryawanshi

WTM/SM/WRO-ILO/13487/2021–22

SECURITIES AND EXCHANGE BOARD OF INDIA CORAM: S. K. MOHANTY, WHOLE TIME MEMBER ORDER UNDER SECTION 11(1), 11(4) AND 11B OF THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 IN THE MATTER OF PROFICIENT GLOBAL RESEARCH, SOLE PROPRIETOR MR. ABHISHEK SURYAWANSHI

In respect of Sl. No. Name of the Noticee PAN 1. M/s Proficient Global Research (Proprietor Mr. Abhishek GGGPS2334H Suryawanshi)

Background 1. The present proceedings emanate from an ex-parte ad interim order dated July 29, 2020 (hereinafter referred to as “interim order”) passed by the Securities and Exchange Board of India (hereinafter referred to as “SEBI”) under Sections 11, 11B and 11D of the Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) against Proficient Global Research and its proprietor Mr. Abhishek Suryawanshi (hereinafter individually referred to as “Proficient/Mr. Abhishek” and collectively as “Noticees”) as the unregistered investment advisory activities of the Noticees were prime facie found to be in violation of the provisions of Section 12(1) of the SEBI Act read with regulation 3(1) of the SEBI (Investment Advisers) Regulations, 2013 (hereinafter referred to as “IA Regulations, 2013”). Further, in the interim order, the activities of the Noticees were also, prima facie, found to be fraudulent and manipulative and in violation of provisions of Section 12A (a), (b) & (c) of the SEBI Act and regulations 3 (a) (b), (c) & (d) and regulations 4(1) and 4(2)(k) of the SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 (hereinafter referred to as “PFUTP Regulations, 2003”). 2. I find that the interim order passed in the matter contained following observations with respect to the Noticees:

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

i. SEBI received a complaint from Trifid Research (a SEBI registered Investment Advisor) enclosing a complaint of its client namely Mr. Mohinder Kumar (hereinafter referred to as “Complainant”) alleging that the Noticees are accepting payments from Trifid Research’s Clients in lieu of providing Portfolio Management Services (hereinafter referred to as “PMS”) to them. Trifid Research has inter alia stated that the Noticees are able to lure the clients of Trifid Research to avail the PMS services being offered by them, and for this purpose, the Noticees were using their (Trifid) name and putting up a weblink of www.TrifidResearch.com on their website i.e., www.proficientglobalresearch.com. ii. As per the information gathered from the archives of the website of the Noticees, it was noted that Proficient had claimed to be an investment advisory firm that was engaged in providing various investment tips such as Stock tips, Future Tips, Option Call/Put, Equity Premium Combo Pack, Agri Commodity Tips, Forex Tips and Currency tips, etc. and was providing tips for investment planning and strategy through telephone calls and SMSes to the clients in lieu of monetary consideration and was further assuring profit to their clients through their PMS services.

It is observed that the Noticees are not registered with SEBI to perform the functions of an Investment Adviser in the securities markets. From the examination of the particulars of the bank account as mentioned on the aforesaid website, it is observed that the Noticees were maintaining a bank account with ICICI Bank Ltd., bearing Account No. 051105009871, examination of which further revealed that the payments to the Noticees could also be made through e-wallets i.e., through Paytm. iii. The Complainant stated that he paid the Noticees INR 2,30,000/- in lieu of receiving PMS. He was initially offered to pay INR 50,000/- on which he was promised by the Noticees a return of a sum of INR 3,00,000/-. iv. As per the information gathered from the bank statements collected from the ICICI Bank, it was observed that the total amount mobilized/credited by the Noticees in the said bank account stood at INR 1,76,95,357/- from the account opening date i.e. January 02, 2018 till January 29, 2020. From the analysis of the aforesaid account statements, it has also been observed that the Noticees have been receiving credits continuously during the period January 21, 2020 to January 29, 2020. v. It was further gathered that the Noticees through their archive website www.proficientglobalresearch.com claimed that they offer “profitable advice for the investors” and “we try to provide unique services and maximum profits to the customers”.

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

3. On the basis of the aforesaid observations, the evidence gathered during examination and considering the nature of the alleged activities undertaken by the Noticees, it was thought proper to pass an order and issue directions as a preventive measure for protecting the interest of investors in securities market and consequently, following directions were issued against the Noticees in the interim order: i. The Noticees shall cease and desist from acting as an investment advisor including the activity of acting and representing through any media (physical or digital) as an investment advisor, directly or indirectly, and cease to solicit or undertake such activity or any other activities in the securities market, directly or indirectly, in any matter whatsoever, until further orders. ii. The Noticees shall not to divert any funds collected from investors, kept in bank account(s) and/or in their custody until further orders iii. The Noticees shall not to dispose of or alienate any assets, whether movable or immovable, or any interest or investment or charge on any of such assets held in their name, including money lying in bank accounts except with the prior permission of SEBI. iv.

The Noticees shall immediately withdraw and remove all advertisements, representations, literatures, brochures, materials, publications, documents, communications etc., in digital mode or otherwise, including the website, in relation to their investment advisory activity or any other unregistered activity in the securities market until further orders. v. The Noticees shall not to access the securities market and buy, sell or otherwise deal in securities in any manner whatsoever, directly or indirectly, until further orders. vi. If the Noticees have any open positions in any exchange traded derivative contracts, as on the date of the order, they can close out/ square off such open positions within 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. vii. The Noticees shall provide a full inventory of all assets held in their name, whether movable or immovable, or any interest or investment or charge on any of such assets, including details of all bank accounts, demat accounts and mutual fund investments, immediately but not later than 5 working days from the date of receipt of this order. viii.

ICICI Bank wherein Proficient Global has bank account (Account No. 051105009871) is directed not to allow any debits/ withdrawals from and credits to the said accounts, without the permission of SEBI. The Bank is directed to ensure that this direction is strictly enforced. Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

ix. The Depositories are directed to ensure that till further directions no debits and credits are made in the demat accounts of the Noticees. x. The Registrar and Transfer Agents are also directed to ensure that till further directions the securities, including Mutual Fund units, held in the name of the Noticees, are not transferred or redeemed. 4. The above interim order issued to the Noticees was also in the nature of a Show Cause Notice (hereinafter also referred to as “SCN”) whereby the Noticees were called upon to show cause as to why the investment advisory plans floated by them should not be held as “Investment Advisory Services” in terms of the IA Regulations, 2013 and thereby the activity of the Noticees be not treated as unregistered activity in violation of the SEBI Act and relevant Regulations and why various representations made/ services offered by them in securities market should not be treated as a fraudulent practice/act/conduct, in terms of PFUTP Regulations, 2003. The Noticees were provided with the opportunity to file their objections/reply, if any, within 21 days from the date of the interim order and were also provided with an opportunity of personal hearing before SEBI, on a date and time to be fixed on a specific request to be made by the Noticees, in that regard.

5. I note from the records available before me that the interim order was delivered to the Noticees at their address i.e., S/o Madhusudan Suryawanshi, Ward No 3, Gangiwada, Chhindwara, Madhya Pradesh – 480001 through SPAD on August 08, 2020. I note that the Noticees have neither filed any reply/objections to the interim order nor have sought any personal hearing. However, in conformity with the principles of natural justice, an opportunity of personal hearing was provided to the Noticees on July 29, 2021 for which the hearing notice dated June 24, 2021 was delivered upon the Noticees through SPAD on the aforementioned address on June 28, 2021. Further, the scanned copy of the aforesaid hearing notice dated June 24, 2021 was also sent to the Noticees vide email dated June 24, 2021. In response to the said email of SEBI, the Noticees vide email dated July 26, 2021 have confirmed having received the hearing notice dated June 24, 2021. 6. Accordingly, on the scheduled date of hearing held through video conferencing, Mr. Abhishek appeared in person and made oral submissions. During his presentation, Mr. Abhishek did not deny the charges/allegations levelled against him in the interim order, however submitted that the amount of INR 1,76,95,357/- credited in the ICICI Bank Account No. 051105009871 during the period between January 02, 2018 and January 29, 2020 does not entirely relate to fees received from his investment advisory services but also includes some income relating to mushroom cultivation business undertaken by him.

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

7. Subsequently, as per his submissions made during the personal hearing, Mr. Abhishek vide emails dated August 20, 2021 and August 23, 2021 has provided the following and clarifications: i. The bank account statement for his ICICI Bank Account No. 051105009871 for the period January 01, 2020 to July 29, 2021 ii. That the Noticees’s previous Income Tax Return did not mention mushroom business income iii. That only one complaint from Mr. Mohinder Kumar is pending against the Noticees. iv. That the Noticees do not have any clients details as at the time of closing advisory services, all the data were lost and they are now trying to recover the same. 8. I have carefully perused the facts recorded in the interim order, the submissions made by the Noticees and other materials available on record. I note that the limited issue that require adjudication in the extant proceedings in light of the charges so levelled against the Noticees in the interim order is as under:  Whether acts of the Noticees as imputed in the interim order, have violated the provisions of SEBI Act, 1992 read with IA Regulations, 2013, and PFUTP Regulations, 2003 while providing the services related to Investment Advisory without having proper registration. 9. Before I proceed to examine the issue framed above, it would be appropriate to refer to the relevant provisions of securities laws alleged to have been violated by the Noticees, which are being reproduced hereunder: “SEBI ACT, 1992 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: Prohibition of manipulative and deceptive devices, insider trading and substantial acquisition of securities or control. 12A. No person shall directly or indirectly—

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

(a) use or employ, in connection with the issue, purchase or sale of any securities listed or proposed to be listed on a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of this Act or the rules or the regulations made thereunder; (b) employ any device, scheme or artifice to defraud in connection with issue or dealing in securities which are listed or proposed to be listed on a recognised stock exchange; (c) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person, in connection with the issue, dealing in securities which are listed or proposed to be listed on a recognised stock exchange, in contravention of the provisions of this Act or the rules or the regulations made thereunder; SEBI (INVESTMENT ADVISER) REGULATIONS, 2013 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 itself out as an investment adviser unless he has obtained a certificate of registration from the Board under these regulations: SEBI PFUTP REGULATIONS, 2003 Definitions 2. (1) In these regulations, unless the context otherwise requires, — (c) “fraud” includes any act, expression, omission or concealment committed whether in a deceitful manner or not by a person or by any other person with his connivance or by his agent while dealing in securities in order to induce another person or his agent to deal in securities, whether or not there is any wrongful gain or avoidance of any loss, and shall also include— (1) a knowing misrepresentation of the truth or concealment of material fact in order that another person may act to his detriment; (2) a suggestion as to a fact which is not true by one who does not believe it to be true; (3) an active concealment of a fact by a person having knowledge or belief of the fact; (4) a promise made without any intention of performing it; (5) a representation made in a reckless and careless manner whether it be true or false; (6) any such act or omission as any other law specifically declares to be fraudulent, (7) deceptive behaviour by a person depriving another of informed consent or full participation, (8) a false statement made without reasonable ground for believing it to be true.

(9) the act of an issuer of securities giving out misinformation that affects the market price of the security, resulting in investors being effectively misled even though they did not rely on the statement itself or anything derived from it other than the market price. Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

And “fraudulent” shall be construed accordingly;

3. Prohibition of certain dealings in securities No person shall directly or indirectly— (a) buy, sell or otherwise deal in securities in a fraudulent manner; (b) use or employ, in connection with issue, purchase or sale of any security listed or proposed to be listed in a recognized stock exchange, any manipulative or deceptive device or contrivance in contravention of the provisions of the Act or the rules or the regulations made there under; (c) employ any device, scheme or artifice to defraud in connection with dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange; (d) engage in any act, practice, course of business which operates or would operate as fraud or deceit upon any person in connection with any dealing in or issue of securities which are listed or proposed to be listed on a recognized stock exchange in contravention of the provisions of the Act or the rules and the regulations made there under.

4. Prohibition of manipulative, fraudulent and unfair trade practices (1) Without prejudice to the provisions of regulation 3, no person shall indulge in a fraudulent or an unfair trade practice in securities. (2) Dealing in securities shall be deemed to be a fraudulent or an unfair trade practice if it involves fraud and may include all or any of the following, namely: - (k) disseminating information or advice through any media, whether physical or digital, which the disseminator knows to be false or misleading and which is designed or likely to influence the decision of investors dealing in securities” 10. As stated earlier SEBI had received a complaint inter alia alleging that the Noticees were accepting payments from the clients of a SEBI registered Investment Advisor i.e., Trifid Research in lieu of providing unauthorized PMS to them and had further received INR 2,30,000/- from the Complainant in this regard. The Complainant was initially asked to pay INR 50,000/- on which he was promised a return of INR 3,00,000/- as profit, by the Noticees. The aforesaid complaint was supported by the SMSes and emails issued to the Complainant by the Noticees. From further scrutiny, it emerged that the Noticees were hosting a website called www.proficientglobalresearch.com which was not found to be active at the time of passing of interim order, however, from the archived pages of the website obtained from www.web.archive.org, it was observed that the Noticees, at the time of asking the Complainant to invest as per the investment services rendered to him by them, claimed the following through their website: Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

a) Proficient Global Research is one of the leading Financial and Investment advisory companies in India. … Proficient Global Research has proved itself as a company that produces; delivers tips and recommendations with high accuracy for Derivatives, Equities, Commodities and Forex Market. b) Not only we provide you a reminder alert via SMS but also support you through phone till your positions are open in the market. We focus on every detail of the process and only then come out with the recommendation. We give proper support along with the technical details of entry-level, exit-level, quantity, holding, trend reversals, resistance, support, etc. c) Services “… Stock Tips i. What you Get? Here in daily you will get 3-4 Cash Market Calls Weekly Momentum Calls 1-2 Per Week Follow Ups & All Important News & Information Nifty Review, Resistance & Support World Market, Singapore Nifty….. Future Tips ii. What you Get? Daily 3-4 Stock Future Calls with Proper TGT Weekly Momentum Calls 1-2 Per Week Follow Ups & All Important News & Information Nifty Review, Resistance & Support World Market, Singapore Nifty &……. Option Call/Put iii. What you Get? Herein we will provide you around 30-35 calls on Derivative Options per month Strategies will be on Nifty and stocks both Follow Ups & All Important News & Information Nifty Review, Resistance….” 11. It is further noted from the email and SMSes received by the Complainant from the Noticees that the Noticees had inter alia stated/claimed in their communications as under: a) “Buy 10 Lots of Adaniports May Futures @ 389” “Sell May Fut. 10 Lots Adaniports @ 393.50. Booked profit INR 1,11,500. Ledger Balance INR 4,56,925” “Buy June MCX Gold 10 Lots @ 31395” “Sell MCX June Gold 10 Lots @ 31460. Booked profit INR 60,000/- Ledger balance INR 5,16,925/-”. b) “Greetings!!! We are delighted to offering you one of our exclusive services known as Portfolio Management Services (PMS) where you will get proper recommendations and follow-ups through SMS, telephonic. Here in details:

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

Required Capital – INR 50,000/- Net Return – INR 3,00,000/- Duration – 90 days Service Fee – INR 75,000/- (Including GST) We are happy to inform you can pay our Service Fee from profit through our services. Your service will expire after INR 3 Lakhs return. By Initiating our Portfolio Management Services, we require below mentioned KYC Doc’s such as Aadhar Card, PAN Card, E Mail ID and Contact Details” 12. I note that the following pricing details for availing various types of services from them were also announced on the above said website of the Noticees: Product Monthly (in Quarterly (in Semi Annually Annually (in INR) +GST INR) +GST (in INR) +GST INR) +GST Equity Premium 11,500 28,750 51,750 1,09,250 Report Commodity 11,500 28,750 51,750 1,09,250 Premium Report Currency 11,500 28,750 51,750 1,09,250 Premium Report Stock Tips 69,00 17,200 30,500 50,000 Equity Fortune 16,100 36,800 62,000 1,12,000 Fortune Future 23,000 59,800 1,03,500 1,40,300 Pack Nifty Futures Tips 6,700 16,100 26,400 44,800 Option? Call & 7,400 16,100 27,500 47,100 Put Tips Delivery Pack 11,500 24,100 37,900 51,700 Equity Premium 24,100 62,100 1,09,200 1,84,000 Combo Bullion Pack 8,600 21,800 39,000 67,800 Base Metal Pack 8,600 21,800 39,000 67,800 MCX Tips 14,300 36,800 62,100 1,09,000 (COMBO) MCX Value Pack 44,850 1,09,200 1,66,700 2,81,700 Agri Commodity 11,500 29,300 52,900 98,900 Tips NCDEX Premium 21,850 44,800 67,800 98,900 Tips Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

COMEX Tips 28,700 57,500 86,200 1,38,000 Forex Tips 7,600 20,700 35,600 63,200 Forex 7,600 20,700 35,600 63,200 International Tips NCDEX Premium 33,900 83,300 1,44,300 2,47,800 Plus Forex 45,400 1,02,900 1,71,900 2,75,400 International Premium Comex Premium 45,400 1,02,900 1,71,900 2,75,400 Fundamental Coming soon 17,250 28,750 46,000 Value picks(Basic pack) Fundamental Coming soon 28,750 51,750 92,000 Value picks(Premium pack) Fundamental Coming soon 40,250 69,000 1,26,500 Value picks(HNI pack) PCG Future One Pack for INR 75,000 + INR 15,000 + GST { Extended GST(Monthly) Technical Support } PCG Commodity One Pack for INR 75,000 + GST(Monthly) PCG Equity One Pack for INR 49,000 + INR 15,000 + GST { Extended GST(Monthly) Technical Support }

13. From the aforesaid narration of facts, the reply submitted by the Noticees in response to the allegations made in the SCN and submissions so advanced in the course of personal hearing, I find that M/s. Proficient Global Research, which is the sole proprietorship concern of Proprietor Mr. Abhishek Suryawanshi was indeed engaged in giving advice in an unauthorized manner relating to investing in, purchasing, selling or otherwise dealing in securities and various other investment products of securities, as was proclaimed by the said firm through its website www.proficientglobalresearch.com, although such services being provided by the Noticees were referred to as PMS. In this regard I note that one of the reasons which enticed the investors for availing its services/packages, as mentioned in its website, was that it offered “profitable advice for the investors”, “we try to provide unique services and maximum profits to the customers”. Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

At this juncture, it is pertinent to look at the definition of Investment Adviser (or short “IA”) as articulated in regulation 2 (1) (m) of the IA Regulations, 2013 which states that Investment Adviser means “any person, who for consideration, is engaged in the business of providing investment advice to clients or other persons or group of persons and includes any person who holds out himself as an investment adviser, by whatever name called”. Further, I have also perused regulation 2(1)(l) of the IA Regulations, 2013 which defines Investment Advice as “advice relating to investing in, purchasing, selling or otherwise dealing in securities or investment products, and advice on investment portfolio containing securities or investment products, whether written, oral or through any other means of communication for the benefit of the client and shall include financial planning.” 14. In the light of the aforesaid definitions and the content published on the website of the Noticees as well as the allegations imputed in the interim order, I note that the Noticees, through their website were offering investment advice as defined under regulation 2(1)(l) of the IA Regulations, 2013 by offering to give advice related to investing in, purchasing and selling of securities and were also offering various service packages to investors at large, for subscription to securities which were nothing but purely in the nature of the services of investment advisory.

15. I also note that the interim order has recorded that the aforesaid investment advisory services were being offered by the Noticees in lieu of monetary considerations which was being paid by the concerned investor into the ICICI Bank Account number 051105009871, as per the instructions of the Noticees the details of which were also provided on the website of the Noticees under the payment option section. As noted above, the ICICI Bank account statement of the Noticees reveals that an aggregate amount of around INR 1,76,95,357/- has been credited in the said account starting from the account opening date i.e. January 02, 2018 till January 29, 2020. It is also noted that the aforesaid bank account was receiving continuous credits as per the latest bank statement referred to in the interim order, during the examination period as follows: Date Narration Credit entry 21-01-2020 NEFT-N021201041403853-ABHISHEK 30,000 SOORYAVANSHEE-TRANS 22-01-2020 UPI/002228455009/For trading/vinays1706@ybl/DBS 3,500 Ba

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

22-01-2020 UPI/002228659253/MO pay/8109360168@ybl/HDFC 80,000 BANK L 22-01-2020 UPI/002368017168/Payment from 19,800 Ph/7004666758@ybl/St

16. Considering the above factual analysis about the activities of the Noticees as proclaimed by them on their own website, the details of payment received by the Noticees from the Complainant, contents of the email and SMSes sent to the Complainant by the Noticees, the bank statement of the Noticees (supported by the KYC/ bank account statements documents of the Noticees), and most importantly, the fact that there has been no denial or objection to the charges/allegations levelled against the Noticees in the interim order, by Mr. Abhishek during the course of hearing held on July 29, 2021, it leaves no further doubt to conclude that the alleged activities indulged into by the Noticees squarely fall under the category of investment advisory services as defined under regulation 2 (1)(l) of the IA Regulations, 2013. 17. Further, the credit entries in the bank account of the Noticees are supported by narrations such as trading etc., which clearly highlight the fact that the monies that were being received in the said Bank Account were received towards fees from the business operations of the Noticees as an Investment Adviser.

Considering the fact that the website of the Noticees clearly showed that its services were in the nature of investment advisory services coupled with the fact that the aforesaid Bank Account was specified in the website itself for receiving fees from the clients, it leads to an unassailable conclusion that the said pay-in amounts as reflected in the said ICICI Bank Account were in fact the amounts received towards consideration in lieu of the advisory services offered by the Noticees. 18. In this regard, during the course of the hearing held on August 12, 2021 Mr. Abhishek had orally submitted that the total amount of INR 1,76,95,357/- credited in the ICICI Bank Account No. 051105009871 during the period between January 02, 2018 and January 29, 2020 did not entirely relate to fees received from investment advisory services but also included income earned from mushroom business undertaken by him. To verify this claim, the Noticees were advised to provide the copies of their Income Tax Return (“ITR”) filed for FY 2017-18, 2018- 19 and 2019-20 alongwith the Profit and Loss showing income related to mushroom business that has been offered to tax in the I T Returns.

However, as recorded in paragraph 7 above, the Noticees have submitted that their previous ITRs, did not mention mushroom business income. Thus, in the absence of any documentary evidence to support any income or loss from mushroom business, it Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

can be conclusively inferred that all the amounts that have been credited to the ICICI Bank Account of the Noticees during the above stated period, were actually received by the Noticees in lieu of providing investment related services as indicated on the website of the Noticees. 19. In view of the above and as discussed earlier, I have no doubt left in my mind that in terms of regulation 2(1) (l) of the IA regulations, 2013 such kind of advisory services rendered by the Noticees in fact constituted “investment advice” and the Noticees were providing investment advice, in lieu of consideration which was received and credited into their ICICI Bank Account. Therefore, there is no ambiguity left that M/s. Proficient Global Research, and its proprietor Mr. Abhishek Suryawanshi were engaged in the business of providing investment advice to the public, in lieu of monetary consideration and were thus, acting as an ‘investment adviser’, as defined under regulation 2(1)(m) of the IA Regulations, 2013. 20. It is relevant to note here that in order to protect the interest of investors and to preserve the integrity of the securities market, the IA Regulations, 2013 provide various safeguards to ensure that the interest of the investors who receive investment advice is protected.

One such safeguard provided under the said Regulations is that any person carrying out investment advisory activities has to obtain registration from SEBI as required under regulation 3(1) of the IA Regulations, 2013, which, inter alia, provides that, no person shall act as an investment adviser or hold itself out as an investment adviser unless he has obtained a certificate of registration from SEBI and has to conduct its activities in accordance with the provisions of IA Regulations, 2013. Further, various crucial safeguards provided under IA Regulations, 2013 include a minimum professional qualification and net-worth requirement for investment adviser, disclosure of all conflicts of interest, prohibition on investment adviser to enter into transactions on its own account which is contrary to advice given by investment adviser to its clients for a period of 15 days from the day of such advice given, mandatory risk profiling of investors, maintaining documented process for selecting investments for clients based on client’s investment objective and risk profile and understanding of the nature and risks of products or assets selected for such client, etc. 21. The activities of the Noticees, as brought out from various materials described above including their website, seen in the backdrop of the aforesaid regulatory provisions show that the Noticees were holding themselves out and acting as an IA.

However, it is noted that the Noticees are not registered with SEBI in the capacity of IA. Hence, I find that these activities/ representations as were being made by the Noticees without holding the certificate of registration as investment adviser, are in violation of Section 12(1) of SEBI Act, 1992 read with regulation 3(1) of the IA Regulations, 2013. Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

22. In order to ensure protection of investors who receive investment advice, it is imperative that any person carrying out investment advisory activities has to necessarily obtain registration from SEBI and has to conduct its activities in accordance with the provisions of the relevant SEBI Regulations. 23. In my view, unregistered investment advisors like the Noticees in the present case, can put the interest of the investors at great risk by misleading them or misutilising their funds to the detriment of the interest of the investors. In the present case, the Noticees on their website have, inter alia, mentioned that M/s. Proficient Global Research offers advices in stocks, future and option (F&O), and provide daily and weekly reports having stock and commodity market overview etc. The Noticees on their website have further represented that M/s. Proficient Global Research, is a leading financial and investment advisory firm having a team of highly qualified and experienced analysts having massive experience in carrying out capital market research. 24. As stated above, SEBI Act, 1992 and IA Regulations, 2013 mandate that an investment advisor has to hold a certificate of registration to act as such.

However, as already pointed out above, I find that the Noticees were not holding any certificate of registration from SEBI to act as investment advisor. The Noticees also claimed “assured returns/profits” for clients’ money knowing fully well that every investment in the market is subject to market risk and the said investment made by the client can also run into losses. Thus, the claims/representations made by the Noticees on their website were blatantly misleading and were made only to allure the investors to avail investment advisory being offered by the Noticees. The Noticees have knowingly misrepresented on the websites floated by them that they are experts in stock market analysis and are experienced in investment advisory without even holding any registered Investment Advisor certificate., The Noticees offered their investment advisory services through their website, in an illegal manner to investors, with the objective of raising money from the investors by way of subscriptions to their various plans. The above discussed misleading representations made by the Noticees are therefore, deceptive and fraudulent in nature and are well covered within the definition of “fraud” defined under regulation 2(1)(c) of the PFUTP Regulations, 2003. It is noted that fraudulent activities/ conduct/ act/ practice of the Noticees, as discussed above, are also in violation of provisions of Section 12A (a), (b), (c) of the SEBI Act, 1992 and regulations 3 (a), (b), (c), (d) and regulations 4(1) of PFUTP Regulations, 2003. Regulation 4(2)(k) of the PFUTP Regulations, 2003, provides that dealing in securities shall be deemed to be a manipulative, fraudulent or an unfair trade practice if it involves even disseminating information or advice through any media, whether physical or Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

digital, which the disseminator knows to be false or misleading and which is designed or likely to influence the decision of investors dealing in securities. In the present case, the Noticees without holding a certificate of registration as investment adviser have not only knowingly held themselves out as investment adviser but also have, inter alia promised assured returns on their website. Thus, I find that the Noticees have also violated regulation 4(2)(k) of the PFUTP Regulations, 2003. 25. I note that the materials available on record do not indicate the exact amount of fees collected by the Noticees, as a result of providing investment advice to investors in violation of the provisions of the IA Regulations, 2013. However, the interim order records that the Noticees have received credits worth of INR 1.76 Crore (INR 1,76,95,357/-) in their ICICI Bank account number 051105009871 and this account number was also published on their website to enable the investors to make payment to the Noticees. Additionally, from the complaint that was received by SEBI against the Noticees, it is observed that the Complainant had claimed that he had paid an amount of INR 2,30,000/- to the Noticees, for availing investment advisory services / PMS from them.

26. In view of the foregoing discussions and my observations/findings about the activities engaged in by the Noticees in rendering investment advisory in an unauthorized and illegal manner, as has been established in facts & circumstances of the case, in order to achieve the avowed object of SEBI Act, 1992, I, in exercise of the powers conferred upon me in terms Sections 11, 11(4),11B (1) and 11D, read with of Section 19 of the SEBI Act, 1992 and regulation 11 of the PFUTP Regulations, 2003, while disposing of the allegations levelled in the interim order cum SCN hereby direct the following: i. The Noticees shall within a period of three months from the date of this Order, refund the money received from the clients / investors / complainant, as fees or consideration or in any other form, in respect of their unregistered investment advisory activities; ii. To give effect and implement the above direction, the Noticees shall cause public notice to be issued in all editions of two National Dailies (one English and one Hindi) and in one local daily with wide circulation, detailing the modalities for refund, including the details of their contact person such as names, addresses and contact details, within 15 days of coming into force of this Order; iii.

The repayments to the clients/investors shall be effected only through Bank Demand Draft or Pay Order or electronic fund transfer or through any other appropriate banking channels, which ensures audit trails to identify the beneficiaries of repayments; Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

iv. The Noticees are prevented from selling their assets, properties and holding of mutual funds/shares/securities held by them in demat and physical form except for the sole purpose of making the refunds as directed above. Further, the banks are directed to allow debit only for the purpose of making refunds to the clients/investors who were availing the investment advisory services from the Noticees, as directed in this Order, from the bank account of the Noticees, wherein debit has been frozen by virtue of interim order dated July 29, 2020; v. The Noticees shall resolve all the complaints pending against them and file a report of such resolution with SEBI addressed to the Division Chief, Investment Management Department, SEBI Bhavan, Plot No. C4 A, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400051, within a period of 30 days from date of this Order. vi. After completing the aforesaid repayments, the Noticees shall file a report of such completion with SEBI addressed to the Division Chief, Investment Management Department, SEBI Bhavan, Plot No. C4 A, G Block, Bandra Kurla Complex, Bandra (East) Mumbai – 400051, within a period of 15 days, after completion of three months from the coming into force of this Order, duly certified by an independent Chartered Accountant.

The restraint on sale of assets in sub paragraph (iv) shall cease to operate once the refund to the investors is complete and the report as contemplated herein is filed; vii. The Noticees are debarred from accessing the securities market, directly or indirectly and are prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in any manner whatsoever, for a period of 02 (two) years from the date of this Order or till the expiry of 02 (two) years from the date of completion of refunds to investors as directed in sub-paragraph (i) above, whichever is later; viii. The Noticees are also restrained from associating with any company whose securities are listed on a recognized stock exchange and any company which intends to raise money from the public, or any intermediary registered with SEBI in any capacity for a period of 02 (two) years from the date of this Order or till the expiry of 02 (two) years from the date of completion of refunds to investors as directed in sub-paragraph (i) above, whichever is later; and ix. The Noticees shall not undertake, either during or after the expiry of the period of debarment/restraint as mentioned in sub-paragraph (vii) and (viii) above, either directly or indirectly, investment advisory services or any other activity in the securities market

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)

without obtaining a certificate of registration from SEBI as required under the securities law. x. The Noticees shall not to divert any funds collected from investors, kept in bank account(s) and/or in their custody except for the purpose of refund as directed in sub-paragraph(i). xi. The Noticees shall not to dispose of or alienate any assets, whether movable or immovable, or any interest or investment or charge on any of such assets held in their name, including money lying in bank accounts except for the purpose of refund as directed in sub-paragraph(i) and until the refund is completed and a report as mandated under sub-paragraph (vi) is filed with the SEBI. 27. The direction for refund, as given in paragraph 26(i) above, does not preclude the clients/investors of the Noticees from pursuing the other legal remedies available to them under any other law, against the Noticees for refund of money or deficiency in service before any appropriate forum of competent jurisdiction. 28. This Order shall come into force with immediate effect. 29. Obligation of the Noticees, in respect of settlement of securities, if any, purchased or sold in the cash segment of the recognized stock exchange (s), as existing on the date of this Order, can take place irrespective of the restraint/prohibition imposed by this Order, only in respect of pending unsettled transactions, if any. Further, all open positions, if any, of the Noticees in the F & O segment of the stock exchange, are permitted to be squared off, irrespective of the restraint/prohibition imposed by this Order. 30. A copy of this Order shall be served upon the Noticees, all the recognized Stock Exchanges, Depositories, registrar and transfer agents and Banks for necessary compliance with the above directions. -Sd- DATE: September 23, 2021 S. K. MOHANTY PLACE: Mumbai WHOLE TIME MEMBER SECURITIES AND EXCHANGE BOARD OF INDIA

Final Order in respect of M/s Proficient Global Research (Proprietor Mr. Abhishek Suryawanshi)