Final Order in the matter of Always Gain Advisory Services

WTM/SM/SRO/15642/2021–2022 SECURITIES AND EXCHANGE BOARD OF INDIA ORDER UNDER SECTION 11(1), 11(4) AND 11B(1) OF SEBI ACT, 1992 IN THE MATTER OF ALWAYS GAIN ADVISORY SERVICES IN RESPECT OF Serial No. Name of Entity PAN 1. Always Gain Advisory Services ABAFA7501M 2. Mr. M Ashok Kumar AWIPA1302K 3. Mr. S Ramakrishnan BPRPS3477N 4. Mr. G. Manohari CYHPM2991K

Background 1. The present proceedings emanate from receipt of a complaint against Always Gain Advisory Services (hereinafter referred to as ‘Noticee no. 1’/‘firm’) by Securities and Exchange Board of India (hereinafter referred to as “SEBI”), subsequent to which SEBI conducted an examination in the activities of the firm which led to the passing of an ex-parte ad-Interim Order cum show cause notice dated December 07, 2020 (hereinafter referred to as “Interim Order”). In the said preliminary examination, it was found out that the firm, which is a partnership firm, and its partners - Mr. M Ashok Kumar (hereinafter referred to as ‘Noticee no. 2’), Mr. S Ramakrishnan (hereinafter referred to as ‘Noticee no. 3’) and Mrs. G. Manohari (hereinafter referred to as ‘Noticee no. 4’ and hereinafter collectively referred to as “Noticees”) were providing investment advisory services without obtaining a certificate of registration from SEBI, which is in violation of the provisions of Section 12(1) of the Securities and Exchange Board

Final Order in the matter of Always Gain Advisory Services of India Act, 1992 (hereinafter referred to as “SEBI Act, 1992”) read with regulation 3(1) of the SEBI (Investment Advisers) Regulations, 2013 (hereinafter referred to as “IA Regulations, 2013”). 2. I note that the Interim Order contained the following observations with respect to the Noticees: a. The firm was operating two different websites under domain names-https://alwaysgain.com and https://alwaysgain.in. Both the websites were found having displayed the same contact number, email id and bank account information wherein the website-https://alwaysgain.com was specifically dedicated for commodity market tips, and the second website-https://alwaysgain.in was dedicated for tips related to the equity and derivative segments of the securities market. b. The firm held itself out as an Investment Advisor and collected subscription fees from investors for providing tips/recommendations to invest in securities market without obtaining registration under IA Regulations, 2013. c. From the bank accounts of the firm, it was prima-facie observed that the firm had collected a sum of approximately INR 1.09 Crores during the period September 8, 2014, to November 23, 2020, by way of 1,468 credit transactions as subscription fees in relation to the investment advisory activities carried on by the firm.

3. Accordingly, in order to protect the investors at large from the above unauthorized acts of the Noticees, to restrain the firm from continuing to act as an unregistered investment advisor, to prevent further mobilisation of funds from Final Order in the matter of Always Gain Advisory Services the innocent and gullible public and also to prevent the diversion of money already collected from investors, the following directions were passed in the matter vide the said Interim Order:- “.a Always Gain Advisory Service and its partners (current and past), Mr. M Ashok Kumar, Mr. S Ramakrishnan and Mr. G Manohari are directed to: i. 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. Not to divert any funds raised from investors, kept in bank accounts and/or in their custody until further orders. iii.

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. Immediately withdraw and remove all advertisements, representations, literatures, brochures, materials, publications, documents, communications etc., physical or digital in relation to their investment advisory activity or any other unregistered activity in the securities market until further orders. v. 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. To 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.

Final Order in the matter of Always Gain Advisory Services vii. To submit the number and details of clients who have availed their investment advisory services and to submit details of fees collected from each such client, immediately but not later than 5 working days from the date of receipt of this order. b. If Always Gain Advisory Service or its partners 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. Always Gain Advisory Service and its partners 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. c. ICICI Bank Ltd. (A/c no.: 60XXXXXXXX43) and Axis Bank Ltd. (A/c no.: 91XXXXXXXXXXX21), wherein Always Gain Advisory Service is holding an account, are directed not to permit any debits / withdrawals and not to allow credits to the said accounts, without the permission of SEBI. CC Avenue where Always Gain Advisory Service is holding an account, is directed to deactivate the said account. The Banks and payment gateway are directed to ensure that all the above directions are strictly enforced. d. The Depositories are directed to ensure that till further directions not to permit any debits and not to allow any credits in the demat accounts of Mr. M Ashok Kumar, Mr. S Ramakrishnan and Mr. G Manohari, held jointly or individually. e. 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 Always Gain Advisory Service, are not transferred or redeemed. Further, Registrar and Transfer Agents are also directed to ensure that till further directions the securities, including mutual fund units, held in the name of Mr. M Ashok Kumar, Mr. S Ramakrishnan and Mr. G Manohari, held jointly or individually, are not transferred or redeemed.”

Final Order in the matter of Always Gain Advisory Services

4. The Interim Order also called upon the Noticees to show cause as to why the services offered by them should not be held as "Investment Advisory Services” in terms of IA Regulations, 2013 and, thereby, their activities be treated as unregistered investment advisory activities. The Noticees were also asked to explain as to why appropriate directions, under Sections 11(1), 11B(1) and 11D of the SEBI Act and relevant SEBI Regulations shall not be issued, including direction for continuation of the directions already issued to prohibit them from buying, selling or otherwise dealing in the securities market, either directly or indirectly, in any manner whatsoever, for a particular period or direction under Sections 11(1) and 11B(1) of SEBI Act to refund the amount collected from the investors/clients. 5. I note from the records that the Interim Order was served on the Noticees vide SEBI letter dated December 09, 2020. In response to the same, vide their separate letters received on December 24, 2020, by SEBI, the Noticees have submitted their identical replies to the said Interim Order. Thereafter, in order to ensure due compliance with the principles of natural justice and to accord fair opportunity to defend the allegations levelled against them in the Interim Order, an opportunity of hearing was granted to the Noticees on September 21 2021, during which Noticees no. 2 to 4 appeared in person, via videoconferencing and reiterated the submissions made vide their respective letters dated December 24, 2020. 6. The summary of the oral and written submissions made by the Noticees is given below- i. Initially the firm was set up as a partnership firm between Noticees no. 2 and 3, wherein Noticee no. 3 retired from the said firm in April 2019. Upon his retirement, Noticee no. 4, wife of Noticee no. 2, was inducted as a partner.

Final Order in the matter of Always Gain Advisory Services ii. The Noticees have already shut down their investment advisory activities and even the office has been closed w.e.f. December 07, 2020 due to medical and personal issues and their website has already been shut down and all contents removed from internet. iii. They had no intention of violating the provisions of any laws and the alleged violations have occurred due to the unawareness of Regulations and lack of understanding about the applicable laws. iv. When Noticee no. 2 started providing investment advisory services, the SEBI (Investment Advisers) Regulations, 2013 were not in force and there was no restriction in carrying out such activities. v. Only small amounts were collected for providing tips. Further, it was mentioned on the firm’s website itself that investment is at the client’s own risk and before making any trades the clients were advised to consult their registered investment financial advisers. CONSIDERATION 7. I have carefully considered the facts narrated in the Interim Order, the replies filed and other materials available on record. I note that the only issue that arises for consideration in these proceedings is whether the Noticees have acted as unregistered investment advisers in violation of the provisions of the SEBI Act, 1992 and IA Regulations, 2013. 8. Before moving forward to address this issue, it will be appropriate to refer to the relevant provisions of the SEBI Act, 1992 and IA Regulations, 2013 alleged to have been violated by the Noticees.

Final Order in the matter of Always Gain Advisory Services

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: IA 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: Provided that a person acting as an investment adviser immediately before the commencement of these regulations may continue to do so for a period of six months from such commencement or, if it has made an application for a certificate under sub-regulation (2) within the said period of six months, till the disposal of such application.” 9. I note that the present proceedings emanate from certain information received by SEBI stating that the Noticees were providing investment advisory services without obtaining registration from SEBI.

Pursuant to the same, SEBI conducted a preliminary examination wherein it was prima facie observed that the Noticees were engaged in providing investment advisory services for consideration, and Final Order in the matter of Always Gain Advisory Services therefore, in order to prevent further loss to the investors and protect the integrity of the securities market, the Interim Order was passed. 10. I note from the records that the office of the firm is located at Madurai in Tamil Nadu. Further, it is noted that SEBI had examined the two websites hosted by the Noticee no. 1 at the respective addresses– https://alwaysgain.com and https://alwaysgain.in, wherein the following claims were made on the earlier website (viz. https://alwaysgain.com)- i. Always Gain is the Best MCX Commodity Market Advisory Service at Tamil Nadu in India. Our Significant Goal is to give smart PROFIT to our valuable Customers. Always Gain’s Aspiration is “. ii. We are furnishing COMMODITY MARKET TIPS in MCX BULLION, MCX ENERGY, and MCX BASE METALS Segments with Most Accuracy. iii. We are furnishing calls to OUR CUSTOMERS by our Highly Qualified and Experienced analysts.

So Customers can get HIGHER RETURNS in MCX Commodity Market. iv. We provide you with the BEST MCX COMMODITY Tips whether the market is bullish or bearish by keeping an eye on the global markets and co-relate the Indian markets with its. v. We offer comprehensive answers, analysis support to Our Customers. And also we ensure to make that you can book most returns within the Commodity Market by our enchanting Commodity tips. vi. Our foremost emphasis is to maintain the best customer relationship by furnishing individualistic and excellent customer support through our accurate tips which gives you exclusive profit. vii. Always Gain Advisory Services is the Top most Commodity tips provider in India.

Final Order in the matter of Always Gain Advisory Services viii. Our Technical Research Team and Talented, Technically and Fundamentally knowledgeable and Our Technical analysis Team and gifted, Technically and basically knowledgeable specialists is aware of the pulses of market volatility and news gathering team for spy on world market with 24/7 and 365 days around. ix. Whatever the market condition customers can earn smart profit and also whatever may be we will exit all of our calls with minimum profit or minimum loss in intraday itself. I find claims on the similar lines on another website viz. www.alwaysgain.in. 11. On a further perusal of the websites, it is observed that the firm was providing investment advisory services in the equity, derivatives and commodities segment of the securities market in the form of various packages publicized on its websites. Pricing of some of the services offered by the firm as per its websites was as under: S. One Day One Week Two Weeks One Month Package No. Fee (in Rs.) Fee (in Rs.) Fee (in Rs.) Fee (in Rs.) 1 Stock Intraday Cash Tips 500 2000 4000 8000 2 Stock Premium Cash Tips 700 2750 4500 9000 3 Stock Intraday Future Tips 1000 2500 5000 10000 4 Stock Premium Future 1500 3500 7000 14000 5 Stock Positional Future Tips 0 3250 6500 13000 6 Stock Option Tips 1000 2500 5000 10000 7 Stock Intraday Option Tips 800 2250 4500 9000 8 Stock Nifty Future Tips 800 2250 4500 9000 9 Stock Nifty Option Tips 700 2000 4000 8000 10 Premium Jackpot Tips 1800 4250 8500 17000 11 Intraday Jackpot Tips 1200 3500 7000 14000 12 Positional Jackpot Tips 0 3750 7500 15000 13 Multibagger Future Tips 0 3750 6500 13000

Final Order in the matter of Always Gain Advisory Services

14 Money Stock Tips 1000 5000 10000 20000 15 Fortune Stock Tips 1800 3550 7100 14200 12. Some of the features of services provided by the firm, as claimed by the Noticees on their websites are as under: i. Intraday Stock Cash Tips: Our Intraday stock Cash tips services are particularly intended for intraday cash traders who are traded in NSE. Always gain advisory service gives recommendations with 85-90% accuracy which creates profit for our customers. This service is suitable for those customers who want to earn a handsome profit with less investment and want to take minimum risk. 1. Service Features: a. We are providing you 1-2 Intraday ACCURATE stock CASH MARKET TIPS. b. Earn PROFIT in any MARKET scenario, Advices from experts only. c. Calls given through SMS and on our own (alwaysgain) instant messenger LIVE and GTALK (hangouts) d. Complete Follow Ups given for all the TIPS e. Get instant MARKET hours Support in phone and live messenger 2. MCX Energy Tips: Service Features a. We provide 2-3 Intraday Accurate MCX Energy Calls of NATURALGAS and CRUDEOIL. b. Calls will be given based on technical analysis of Commodity Market. c. We assure you 85-90% accuracy on reliable basis. d. Proper follow up will be given to each and every single decision without any delay to our customers. e. You will get adequate time to enter into the call and exit from the call so; you can exploit your profit with us.

Final Order in the matter of Always Gain Advisory Services f. Telephonic Support will be offered from 9 AM to 10 PM. Our Commodity Calls will be given through SMS on mobile 13. In this respect, it is noted that the IA regulations, 2013 define the terms ‘investment advice’ and investment advisor as follows “investment advice” means “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”. Provided that investment advice given through newspaper, magazines, any electronic or broadcasting or telecommunications medium, which is widely available to the public shall not be considered as investment advice for the purpose of these regulations; “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.” 14. It is observed from the material available on record that the firm was incorporated as a partnership firm on July 24, 2014. The material available on record show that the partners of the firm and respective tenures were as under: Sl.

No. Name of the Partner Tenure 1 Mr. M Ashok Kumar 24-7-2014 till date 2 Mr. S Ramakrishnan 24-7-2014 to 14-4-2019 3 Mrs. G Manohari 9-4-2019 till date 15. Further, from the firm’s account opening form with ICICI Bank Ltd., it is noted that under the heading “Type of Industry”, it is mentioned that the firm is in the Final Order in the matter of Always Gain Advisory Services “Advisory Service” industry. Moreover, from the merchant details submitted by Avenues (India) Pvt. Ltd. (Payment Gateway–CCAvenue), it is observed that under the heading “Service/Product Description” is mentioned as “share market advisory service provider”. 16. It can therefore be noted that advisory services which were being offered by the Noticees and publicized on the aforementioned websites of the firm squarely fall within the definition of ‘investment advice’ under the IA Regulations. Further, it can be noted from the definition of ‘investment adviser’ that any person who provides ‘investment advice’ for consideration comes within its ambit. As already stated in the preceding paragraphs, both the websites of the firm had clearly listed out the fees being charged for the various investment advisory packages being offered.

It was further provided on the firm’s websites that payments can be made to the firm’s bank accounts maintained with ICICI Bank Ltd. (A/c. No. 60XXXXXXXX43) and Axis Bank Ltd. (A/c. No. 91XXXXXXXXXXX21). 17. The transactions observed in the abovementioned bank accounts during the period of operation of the firm till the passing of Interim Order are summarized as under: Bank Name and account No. of Amount Transaction Period number transactions Collected in Rs. November 7, 2014 to Credits by CC Avenue to 403 44,06,806 November 23, 2020 Axis Bank (A/c. No. 91XXXXXXXXXXX21) September 8, 2014 to Direct Credits to Axis Bank 333 22,92,997 November 23, 2020 A/c. No. 91XXXXXXXXXXX21

Final Order in the matter of Always Gain Advisory Services

September 17, 2017 Direct Credits to ICICI 732 42,27,489 to November 20, Bank A/c. No. 2020 60XXXXXXXX43 Total 1,468 1,09,27,292 18. From further analysis of the Bank statements, the following is observed: i. The total credit received in the aforesaid accounts aggregated to approximately INR 1.09 crore during the period September 8, 2014, to November 23, 2020. ii. It is observed that there are 1,468 credit transactions received in the said bank accounts. From the narrative of those transactions, it appears that the payments have come from various investors/clients. An illustrative list of narrations in support of those credit entries found in the ICICI Bank account of the firm is as under: Transaction Date Narration Credit (Rs.) NEFT-N279180649225129- PRAKASH 6-10-2018 12000 T J-Multi bagger fut MMT/IMPS/829914820803/MB: 26-10-2018 2000 NIFTY FUTUR/MANU V /K NEFT-N312180675875171- PRAKASH 8-11-2018 8000 T J-Nifty future-001 Mmt/imps/831410109322/Option 12-11-2018 2100 intraday/RAJESH L /H 19. In the present matter, I note that there is no dispute regarding the fact that the Noticees were engaged in providing advisory services to the public for investment in various products pertaining to the securities market and the same has been Final Order in the matter of Always Gain Advisory Services admitted by the Noticees in their respective replies.

There is also no dispute that the above noted investment advisory services were provided against consideration. From the oral and written replies, it is observed that no document has been furnished to controvert the findings in the Interim Order that the Noticees were providing investment advisory services and for which they had not obtained SEBI registration. 20. The defence that has been offered in this regard is that small amounts have been charged as fees from investors. However, in view of the fact that the Noticees have collected an amount of INR 1.09 Crores during the period of their operation, the same cannot be said to be a small amount. 21. Another defence advanced by the Noticees has been that they had started offering investment advisory services prior to the coming into force of the IA Regulations, 2013 when there were no restrictions on carrying out such activities or any mandate to get registered with SEBI and they were not aware about the notification of the IA Regulations, 2013 and the mandate thereunder requiring investment advisers to get registered with SEBI. 22. It is a cardinal principle of law that ignorance of the law is no excuse and same cannot be relied upon as a defence in any proceedings to avoid liability in case of breach of such law.

Further, the IA Regulations, 2013 were notified by SEBI in the year 2013 and it came into force w.e.f. April 21, 2013. From such date, it was imperative for any person carrying out investment advisory activity to get registered with SEBI. The IA Regulations, 2013, as it stood when it was notified, had a transitionary provision enabling persons carrying on investment advisory activities prior to the notification of the IA regulations, 2013, to seek registration with SEBI. The proviso to Regulation 3(1) of IA Regulations, 2013, as it stood

Final Order in the matter of Always Gain Advisory Services then, provided that such persons could continue to do investment advisory activity for a period of 6 months from the date of commencement of the IA Regulations, 2013 without obtaining SEBI Registration. It was further provided that in case such a person makes an application for registration before SEBI within the said six months, then they could continue with the investment advisory activity till the application is disposed of by SEBI.

23. I find that the firm was incorporated in July 2014 and the Noticees started receiving funds for Investment Advisory Services in the bank accounts of the firm from September 2014. Therefore, the facts of the case don’t support the submission of the Noticees that they had started investment advisory services prior to the IA Regulations, 2013 coming into force. In view of this, it was imperative for the Noticees to obtain registration as Investment Advisor under the IA Regulations, 2013 prior to starting their investment advisory services if they had any intention of starting the investment advisory activities after coming into force of the IA regulations, 2013. However, I note that the Noticees continued receiving funds during the whole period i.e. from September 2014 to November 2020 without making any attempt to apply for registration and it was only after passing of the Interim Order that the Noticees stopped their operations as unregistered investment advisors. In view of the same, I do not find any merit in the contentions advanced by the Noticees.

24. I find it important to mention here that the IA Regulations, 2013 were notified by SEBI in furtherance of its statutory mandate under Section 11 of the SEBI Act to protect the interest of investors in the securities market. Mandatory registration requirement under the IA Regulations, 2013 is an important safeguard put in place by SEBI to ensure that only registered entities, satisfying the qualification

Final Order in the matter of Always Gain Advisory Services criteria and conducting business in accordance with the IA Regulations, 2013 are engaged in providing advisory services to the investors. Registration ensures that a registered Investment Advisor will carry out its activities in compliance with the terms and conditions of the certificate of registration and by fulfilling the prudential norms, risk profiling measures, disclosure and other requirements mandated under the Regulations. 25. From the aforesaid, I note that the firm, which is a partnership firm, was engaged in providing investment advisory services for consideration without obtaining mandatory registration from SEBI which was in contravention of the provisions of Section 12(1) of SEBI Act, 1992 read with Regulation 3(1) of the IA Regulations, 2013. 26. In order to ensure the protection of investors who receive investment advice, it is imperative that any person carrying out investment advisory activities should be competent enough to deal with investors’ monies and SEBI as a regulator, has made it mandatory for anyone offering Investment Advisory services, to first obtain registration after acquiring the relevant qualification, as prescribed by SEBI, and such person has to conduct its activities in accordance with the provisions of the relevant SEBI Regulations.

27. In my view, unregistered investment advisors like the Noticees in the present case can put the interest of the common investors at great risk by misleading them or misutilising their funds to the detriment of the interest of such investors as well as others in the securities market. In the present case, the Noticees, on the aforementioned websites have, inter alia, mentioned that M/s. Always Gain Advisory Services offers advice in stocks, futures and options (F&O), as well as commodity derivatives. The Noticees on their websites have further presented the Final Order in the matter of Always Gain Advisory Services firm to be one of the leading stock market advisory service companies as well as ‘the best MCX Commodity Market Advisory Service at Tamil Nadu’. The firm has also claimed to have topped the ranks with its stock tips in all the segments it provides advice to the investors. The firm’s vision is stated to provide more than 85-90% success ratio in the stock market, based on Fundamental and Technical Analysis. 28. I find it relevant to mention here that unregistered investment advisory services are a menace to the securities market and SEBI has been fighting hard to curb this evil since long.

In that direction, SEBI has also enacted IA Regulations, 2013 and has been conducting investment awareness seminars throughout the country alerting the public about the mushrooming growth of unregistered investment advisors. Curbing this breed of unregistered investment advisors is a necessity to make the securities market more reliable for retail investors so that they get an opportunity to approach the persons who are qualified and eligible to give such kind of advisory service to them. Permitting the investors to receive an investment advisory service from an unregistered entity, in effect means, the same is received from an unqualified person without following the safeguards prescribed in the IA Regulations, 2013. An investor receiving a service from an unregistered investment advisor stands at a disadvantageous position in respect of his protection as an investor, as envisaged under the IA regulations, 2013 vis-a-vis an investor who receives such service from a registered investment adviser in consonance with the IA Regulations, 2013. An unregistered investment adviser is a person who has not satisfied the Regulator that he is a fit and proper person to hold the certificate of registration as an investment adviser.

Availing of service from such persons is detrimental to the interest of investors and such unqualified advisory services would result in irreparable damage, as the investors’ money is invested based on advice given by an unqualified and unregulated entity. Exposing

Final Order in the matter of Always Gain Advisory Services investors to such unauthorized and unregulated services also has the effect of interfering with the development of the securities market, as victims of such services, as well as their close ones, also tend to lose faith in the securities market. Such an injury/detriment to the development of the securities market also qualifies as an “irreparable injury”. The objective of SEBI as enshrined in the SEBI Act is not only the protection of investors but also orderly development of the securities market. Therefore, the investment advisory services should only be allowed to be dispensed by persons who are deemed fit under the IA Regulations, 2013 after following the safeguards mentioned therein. 29. 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 an investment advisor. The Noticees were also promising “90-95% accuracy in our recommendation” to their prospective clients’ with promising profit ‘whatever the market condition’ knowing fully well that every investment in the securities market is subject to market risks and the said investment made by the client can also run into losses. Thus, the claims/representations made by the Noticees through their two aforesaid websites viz. www.alwaysgain.com and www.alwaysgain.in were blatantly misleading and were made only to allure the investors to avail their unauthorized investment advisory services. The Noticees have knowingly misrepresented on their website that they are well versed in derivatives as well as with commodities. The Noticees offered the investment advisory services to investors through various plans floated on their aforementioned websites in an illegal manner, with the objective of raising money from the investors by way of subscriptions to such plans.

Final Order in the matter of Always Gain Advisory Services

30. 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, I find from the Interim Order that the Noticees have received total credits worth of INR 1.09 crores (INR 1,09,27,292/-) in their ICICI Bank Account and Axis Bank Account, both belonging to M/s Always Gain Advisory Service, either directly through account transfer of funds or through various other payment mediums such as CC Avenue. I also find that these account numbers were also published on the abovementioned two websites being run by the Noticees in order to enable the investors to make payment to the Noticees.

31. Further, in view of the failure of the Noticees to provide satisfactory information related to the nature of the transactions reflected in the bank accounts mentioned above, and taking into account the packages/fees listed out for various types of services on their websites coupled with the credit entries from the bank accounts statements as detailed in the preceding paragraphs, I am constrained to hold that the amounts as alleged in the Interim Order are nothing but the amounts received by the Noticees by rendering unauthorised investment advisory services. Accordingly, the sum total of all the transactions/credit entries aggregating to INR 1,09,27,292/- found in the bank accounts are held to have been paid by the clients into the accounts of Noticees through different channels in lieu of subscription to investment advisory services.

32. I note that Noticees no. 2 to 4 were partners of the firm at some point of time during the period of its operation wherein majority of the time Noticees no. 2 and 3 were the partners and Noticee no. 4, wife of Noticee no. 2, joined the firm in April 2019 when Noticee no. 3 was about to retire from the firm. In terms of Section 25 of the Final Order in the matter of Always Gain Advisory Services

Partnership Act, 1932, “every partner is liable jointly with all the other partners and also severally, for all acts of the firm done while he is a partner”. As noted in the preceding paragraphs, credit transactions in the bank accounts of the firm pertaining to rendering investment advisory services were observed during the period September 8, 2014, to November 23, 2020. In view of the same, the aforesaid partners of Always Gain Advisory Service, are jointly and severally liable for the activities of the firm during their respective terms as partners. ORDER – 33. In view of the foregoing discussions and 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, and 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, while disposing of the allegations levelled in the Interim Order cum SCN hereby direct the following: 33.1. 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; 33.2. The Noticees shall issue a public notice 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;

Final Order in the matter of Always Gain Advisory Services

33.3. 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; 33.4. 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 December 09, 2020. 33.5. 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 the date of this Order. 33.6. 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 paragraph 33.4 shall cease to operate once the refund to the investors is complete and the report as contemplated herein is filed;

Final Order in the matter of Always Gain Advisory Services

33.7. The Noticees are debarred from accessing the securities market, directly or indirectly and is prohibited from buying, selling or otherwise dealing in the securities market, directly or indirectly in any manner whatsoever, for a period of 06 (six) months from the date of this Order or till the expiry of 06 (six) months from the date of completion of refunds to investors as directed in paragraph 33.1 above, whichever is later; 33.8. 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 06 (six) months from the date of this Order or till the expiry of 06 (six) months from the date of completion of refunds to investors as directed in paragraph 33.6 above, whichever is later; 33.9. The Noticees shall not undertake, either during or after the expiry of the period of debarment/restraint as mentioned in paragraphs 33.7 and 33.8 above, either directly or indirectly, investment advisory services or any other activity in the securities market without obtaining a certificate of registration from SEBI as required under the Securities Laws.

33.10. The Noticees shall not 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 paragraph 33.1 above. 33.11. The Noticees shall not 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 paragraph 33.1 and until the refund is Final Order in the matter of Always Gain Advisory Services completed and a report as mandated under sub-paragraph 33.6 is filed with SEBI. 34. The direction for refund, as given in paragraph 33.1 above, does not preclude the clients/investors of Always Gain Advisory Services from pursuing the other legal remedies available under any other law, against the Noticees for refund of money or deficiency in service before any appropriate forum of competent jurisdiction. 35. This Order shall come into force with immediate effect. 36. 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 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. 37. 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/- Place: Mumbai S. K. MOHANTY Date: March 28, 2022 WHOLE TIME MEMBER

Final Order in the matter of Always Gain Advisory Services