Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr.

Vaibhav R Patil)

WTM/AB/SRO/SRO/15732/2021-22

SECURITIES AND EXCHANGE BOARD OF INDIA

FINAL ORDER
Under Sections 11(1), 11(4) and 11B of the Securities and Exchange Board of
India Act, 1992
In respect of:

S. No. Name of the Entity PAN

1 M/s VRP Capital & Derivative Market Services BAYPP4608L

and its Proprietor Mr. Vaibhav Ramchandra
Patil

In the matter of Unregistered Investment Adviser

1. The present proceedings emanate from an interim order cum show cause notice
dated December 15, 2020 (hereinafter referred to as “the interim order” or
“SCN”) passed by the Securities and Exchange Board of India (hereinafter
referred to as “SEBI”) against M/s VRP Capital & Derivative Market Services and
its Proprietor Mr. Vaibhav Ramchandra Patil (hereinafter also referred to as “the
Noticees”) wherein it was prima facie found that the Noticees were engaged in
investment advisory services without obtaining a certificate of registration from
SEBI in violation of the provisions of Section 12(1) of Securities and Exchange
Board of India Act, 1992 (hereinafter referred to as “SEBI Act, 1992”) and
Regulation 3(1) of SEBI (Investment Advisers) Regulations, 2013 (hereinafter
referred to as “IA Regulations, 2013”). By the interim order, inter alia following
directions were issued to M/s VRP Capital & Derivative Market Services
(hereinafter also referred to as “VRP”) and its Proprietor Mr. Vaibhav Ramchandra
Patil:

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

 “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.
 Not to divert any funds raised from investors, kept in bank account(s)
and/or in their custody until further orders.
 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.
 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.
 Not to access the securities market and buy, sell or otherwise deal
in securities in any manner whatsoever, directly or indirectly, until
further orders.
 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.
 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.”

2. The interim order was also in the nature of a show cause notice asking the
Noticees to show cause as to why suitable directions be not issued against
them under Sections 11(1), 11(4), 11B(1) and 11D of the SEBI Act, 1992 Act

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

and relevant SEBI Rules/Regulations, including directions to prohibit them

from buying, selling or otherwise dealing in securities market, either directly or
indirectly, in any manner whatsoever, for a particular period and not to be
associated with any listed public company and any public company which
intends to raise money from the public, or any intermediary registered with
SEBI for a particular period and to refund the fees collected from the
investors/clients for its unregistered IA activities.

3. I note that the following facts have been recorded in the Interim Order:

i) SEBI received complaints alleging that, M/s VRP Capital & Derivative
Market Services (VRP) involved in unauthorized Investment Advisory
activities.
ii) To that end, the website of the firm, www.vrpcapital.com , particulars of its
bank accounts and payment gateway were perused to gather information.
It was noted that above website was active as on date of the SCN.
iii) SEBI’s preliminary examination found that VRP, a proprietorship firm and
its sole proprietor, Mr. Vaibhav Ramchandra Patil were not registered with
SEBI in the capacity of Investment Adviser or brokers. The examination
also found that the firm is providing advisory services to the investors who
subscribe to their packages mentioned on the website. Further, the firm
has its bank account in ICICI Bank and HDFC Bank, where multiple credits
have been made from different sources.

Based on the above observations, the Interim Order prima facie found that VRP
was engaged in investment advisory services and since neither VRP, nor its
proprietor had obtained a certificate of registration with SEBI as an Investment
Adviser under the IA Regulations, 2013, the SCN has alleged that the Noticees
have violated the provisions mentioned in para 1.

4. The interim order/ SCN was served on the Noticees. A letter dated January 07,
2021 was received from the authorized representative (AR) of the Noticees stating
that the Noticees are engaged in business of giving buy/sell recommendations to
its clients with regards to securities market. However, they were not doing any

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

financial planning which is the essence of Investment advisory services.

Therefore, to such extent allegation of Noticees being involved in unregistered
Investment Advisory Services is denied. The AR pointed out that in para 10 of the
interim order, it is noted that the Noticees have disclosed on their website that they
are not registered as Investment Advisor and therefore they have not lied to their
clients regarding their status of registration with SEBI. The AR has also submitted
that the Noticee has no knowledge about the complaints received by SEBI as
mentioned in para 2 and 3 of the interim order. The AR further submitted that out
of the entire amount credited in the various bank accounts of the Noticees, the
amount pertinent to collection of fees for stock market tips is only Rs. 168 lakhs
over a span of almost 7 years. The AR also pointed out that the sum of credits
mentioned in para 3.1.3 of interim order i.e. Rs 1.83 crores is different than the
sum of credits mentioned at para 7 of the impugned order i.e. Rs. 2,58,05,574/-.
Moreover, there is an arithmetic error in the calculation of total sum credited in the
bank accounts of Noticees as mentioned in paragraph 7 of interim order and
according to the AR the sum of all the credits mentioned in para 7 of the interim
order is Rs 2,43,10,84/- and not Rs. 2,58,05,574/-. The AR, vide email dated
January 14, 2021 also stated that after receiving the interim order the Noticees
have ceased and desisted from acting as an investment advisor immediately and
sought a personal hearing with respect to the personal hearing. Thereafter, the
matter was placed before me for obtaining a hearing date on March 04, 2021 and
an opportunity of hearing was granted to the Noticees on June 03, 2021. Vide
email dated June 02, 2021, the AR sought adjournment of hearing due to health
issues and accordingly another opportunity of hearing was provided to the
Noticees on January 11, 2022. On the said date the AR of the Noticees appeared
and made submissions and the hearing was concluded qua the Noticees.

5. I have considered the allegations made in the SCN along with the findings of the
examination by SEBI stated therein and reply received in the matter and
submissions made by the Noticees during the hearing.

6. In this regard I note that the definition of Investment Adviser as given in Regulation
2(1)(m) of the IA Regulations, 2013 is as follows:

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

“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, Regulation 2(1)(l) states 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;”

7. I note that, Noticees have not contested that the website , www.vrpcapital.com,
hosted for the first time on June 29, 2011 was run by them.

8. The website inter alia claimed as follows:

a) “Sure Shot Target Achievement Tips: VRP Capital & Derivative market services-is
a financial market advisory firm specialising in Derivative segment of National stock
exchange of India. We provide stock market commentary along with technical chart
analysis on derivative markets of India and major global indices.
b) VRP Capital has been promoted by a team of Experienced Technical Analysts,
providing clients advice and handcrafted trading ideas on Derivative segment of
national stock exchange. Our analysts on a consistent basis scan the options segment
stocks in real-time with advanced indicators and software's which at an early stage
forecast the future movement of the underlined securities. It is a trading portal providing
Stock Market Analysis, Advisory and mentorship services.
c) We will be writing market analysis and commentary, providing important website
links which are needed to be monitored.
d) Unlike most other Trading websites, our goal is not to just provide trading ideas and
tips. But we teach traders how to be an efficient independent trader with proper
knowledge.
e) We have 9 years of Past Performance. We have Past Performance since 2009…”.

9. The website also mentioned the examples of the tips provided. The same is
reproduced as under:

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

Nifty Option
Option Tips: Intraday: Buy 150 Qty NIFTY 31-Mar-2016 PE 7600 at 168 Targets 188
stop loss 151
Intraday Target achieved in NIFTY 31-Mar-2016 PE 7600 at 188 Profit 3000,Buy Given
150Qty

Stock OPTION
Option Tips: Intraday: Buy BPCL 31-Mar-2016 CE 860 at 11 Targets 13.50/16.00/19.40
stop loss 8.50
Intraday Target achieved in BPCL 31-Mar-2016 CE 860 at 13.50 Profit 1500,Buy Given
Today At11

NIFTY FUTURES
Future Tips: Intraday: Buy NIFTY Mar at 7632 Targets 7657/7692/7732 stop loss 7597
Intraday Target achieved in NIFTY Mar at 7657 Profit 1500,Buy Given Today At7632

Stock FUTURES
Future Tips: Intraday: Buy JUSTDIAL 31 Mar 2016 at 720.00 Targets
723.20/726.40/730.40 stop loss 717.00
Intraday Target achieved in JUSTDIAL 31 Mar 2016 at 723.20 Profit 1600,Buy Given
Today At720.00

MCX Tips: Intraday/ Positional: Sell GOLD Mar at 28000 TARGETS

27985/27970/27950 stop loss 28020
Intraday 1st Target achieved in GOLD Mar at 27985 Profit 1500 Rs per 1 lot ,Sell
given 2day
Intraday 2nd Target achieved in GOLD Mar at 27970 Profit 3000 Rs per 1 lot ,Sell
given 2day
Positional 3rd Target achieved in GOLD Mar at 27950 Profit 5000 Rs per 1 lot ,Sell
given Yesterday

10. The website further stated that-

“We also Send Tips on Yahoo ! Messenger Id, you need to add our below mentioned yahoo
Id to your messenger list. Our messenger Id is vrpcapital@yahoo.com. We also send tips on
Whatsapp. Our whatsapp contact number is +91 8197542085. You will receive Tips between
9:15 AM to 10:30 AM. WE PROVIDE daily 1 or 2 calls, keep stop loss as mentioned in the
Tips.”

11. From the above, I note that VRP provided recommendations for trading in Indian
stock and commodity market. VRP claimed to offer stock market commentary along
with technical chart analysis on derivative markets of India and major global indices.

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

VRPs website mentioned examples of the tips provided, which included stock
options, nifty options and MCX tips. It claimed to have a team of experienced
technical analysts, providing clients advice and handcrafted trading ideas on
derivative segment of national stock exchange. It also claimed that its analysts scan
the options segment stocks in real-time with advanced indicators and software's
which at an early stage forecast the future movement of the underlined securities. As
per the website of VRP, these services were provided through emails, Yahoo
Messenger and WhatsApp. Considering the above facts and circumstances,
especially the content of the website of VRP coupled with the credit transactions in
the bank accounts and through the payment gateway, prima facie, it is inferred that
the fees / funds credited to the bank accounts and by payment gateway, were for the
purpose of availing the services indicated on the website of VRP Capital. Moreover,
I note that the Noticees have also admitted that they were giving buy/sell
recommendations to its clients with regards to securities market. In view of the above,
I find that the Noticees were acting as investment adviser. In this regard, the Noticees
have contended that they are not doing any financial planning which is the essence
of investment advisory services. In this context, I note that, on a reading of the
definition of ‘investment advice’ as given above, it is clear that the same is an
inclusive definition, which is meant to bring financial planning also within the purview
of the definition. In my view, ‘financial planning’ is not a sine qua non of an activity to
be considered ‘investment advice’ under the IA Regulations, 2013 but is one of the
facets of investment advice. Therefore, to mean that if an entity is not providing
financial planning but satisfying all other ingredients of definition of investment
advice, its activity would not amount to investment advice, is not correct. I observe
that, if an entity is engaged in providing 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 in lieu
of consideration, including entities which are holding themselves out as investment
advisers, will be covered by the definition of ‘Investment Adviser’ as given in
Regulation 2(1)(m) of the IA Regulations, 2013, even without providing any financial
planning.

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

12. In the present matter, the services mentioned in para 11 above were being offered
by the Noticees in lieu of consideration. Pricing details of various services offered as
available on the website were as under:

Trading Plans 2 Months in Rs. 4 Months in Rs. 12 Months in Rs.

Nifty Option Most

12,990 14,990 19,990
popular

Stock Option 14,990 19,990 29,990

Banknifty option 14,990 19,990 29,990

Nifty Future 14,990 19,990 29,990

Stocks Future 14,990 19,990 29,990

Banknifty Futures 14,990 19,990 29,990

Stocks cash 14,990 19,990 29,990

Commodity MCX 14,990 19,990 29,990

Forex 14,990 19,990 29,990

Stocks Cash delivery 19,990

13. The website also mentioned details of the bank account in which investors could
make payment for arranging investment advisory services of the Noticees. The
details of the bank accounts and the credits received in the said bank accounts
were as follows:
Sn No. of Last credit
Credit transaction
Statement Total Transac during Closing
Account No. & Bank Period Credits tions examination Balance

1 10/09/2014
017601531622 -
to 77,90,508 01/12/2020 2,45,792.30
ICICI Bank
09/12/2020 304

2 01/07/2015
50100111023689 -
to 50,01,850 03/10/2020 34,343.29
HDFC Bank
07/12/2020 88

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

Sn No. of Last credit

Credit transaction
Statement Total Transac during Closing
Account No. & Bank Period Credits tions examination Balance

3 01/05/2016
50200019685664 -
to 85,67,096 07/12/2020 1,86,991.09
HDFC Bank
07/12/2020 478

PayU Money
23/04/2014
- Linked to HDFC
to 44,46,120 12/10/2019
Bank account
09/12/2020
No.50200019685664

484 NA

Total 2,58,05,574 1354

The bank accounts mentioned at Sr. no. 1 and 2 belong to the proprietor of VRP
and the bank account mentioned at Sr. no. 3 belongs to VRP.

14. I note that during the examination, the details of aforesaid bank account of the
Noticees were gathered from ICICI Bank and HDFC Bank. A perusal of KYC form,
account opening form and bank statement of the aforesaid bank account revealed
the following:

a. The nature of business mentioned in the account opening form was “service
provider”.
b. Mr. Vaibhav Patil is the sole proprietor of VRP Capital.
c. The address mentioned in the account opening form is House No.21, Suraj
Building 2nd Cross, Anand Nagar, Vadagaon, Belgaum – 590 095.

15. From the aforesaid details I note that VRP is a sole proprietorship firm whose owner
was Mr. Vaibhav Ramchandra Patil. The same has also not been denied by the
Noticees.

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

16. Further, I note that a total of 1354 credits were received in the aforementioned bank
account and PayU Money Account during the period September 10, 2014 to
December 09, 2020, amounting to a total of Rs. 2,58,05,574/-. I note that the interim
order had found, on the preponderance of probability, that this amount was received
towards investment advisory services. I note that the Noticees have disputed the
same and submitted that out of the entire amount credited in the various bank
accounts only Rs. 168 lakhs was received as fees for stock market tips. I note that
the Noticees have not provided any supporting document for proving that the
remaining credits of Rs. 90,05,574/- are not towards investment advisory services.
The Noticees have neither claimed that they were engaged in any other business
activity nor submitted details of the source of remaining credits in their bank
accounts. I find that the Noticees have merely submitted a bald statement that out
of the entire amount credited in their bank accounts only Rs. 168 lakhs was received
as fees for stock market tips and the remaining credits of approximately Rs. 90
lakhs are not towards investment advisory services. In the absence of any
explanation of the source of remaining credits amounting to Rs. 90,05,574/- in the
bank accounts of Noticees, it is reasonable to conclude that all the credits received
in the bank account of Noticees are towards investment advisory services.
Therefore, in absence of any supporting evidence, the contention of the Noticees is
untenable.

17. As regards the submission of the Noticee that the sum of credits mentioned in para
3.1.3 of interim order is Rs.1.83 crores which is different than the sum of credits
mentioned in para 7 of the interim order i.e. Rs. 2,58,05,574, I note that there is only
one amount indicated in the interim order as the sum of credits received in the bank
account of the Noticee VRP i.e. Rs. 2,58,05,574 which is mentioned in paragraph
7 of the interim order along with the break-up of amounts received in each bank
account of VRP. The amount mentioned in para 3.1.3 of the interim order .i.e. Rs.
1.83 lakhs are the credits found in the bank accounts of VRP only during the
preliminary examination. The final amount of credits found in the bank account of
VRP is mentioned in para 7 of the interim order i.e. Rs. 2,58,05,574/-. Hence, the
contention of the Noticees that there is inconsistency in interim order in respect of
amount collected is untenable.

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

18. Noticees have also contended that it is disclosed on their website that they are not
registered as Investment Advisers. In this regard, I note that disclosure about non-
compliance with law i.e. no registration with SEBI, cannot absolve Noticees of their
liability for non-compliance with law. I note that the conduct of the Noticees and the
resulting violation in this case is very grave as they were carrying out unregistered
investment advisory activity after declaring their unregistered status on the website.
Such is the extent of Noticees defiance of law. In view of the same, I find that the
Noticees cannot be allowed to take advantage of this errant conduct of declaring
their unregistered status on their website and yet carrying out investment advisory
activity displaying complete disregard to the law.

19. The Noticee has also submitted that he has no knowledge of the complaints
mentioned in para 2 and 3 of the interim order and therefore, they are not able to
submit any reply on the same. In this regard, I note that the complaints received
against the Noticees was only a trigger point for examining the activities of the
Noticees and the interim order was issued against the Noticees based on the
findings of the examination that the Noticees were carrying out unregistered
investment advisory activities. Further, the essence of the complaint against the
Noticees i.e. carrying out investment advisory services without obtaining
registration from SEBI has been mentioned in the interim order against the
Noticees.

20. From the aforesaid facts, I find that VRP which is proprietorship concern of Mr.
Vaibhav Ramchandra Patil, was engaged in giving advice relating to investing in,
purchasing, selling or otherwise dealing in securities or investment products,
through its website-, www.vrpcapital.com in lieu of consideration. Therefore, I find
that in terms of Regulation 2(1)(l) of IA Regulations, 2013 the Noticees were
providing “investment advice” through their website. I note that if an entity is
engaged in providing 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 in lieu of consideration,

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including entities which are holding themselves out as investment advisers, will be
covered by the definition of “Investment Adviser” as given in Regulation 2(1)(m) of
the IA Regulations, 2013. As noted above, the Noticees received Rs. 2,58,05,574/-
in the bank accounts mentioned on its website for the investment advisory services
provided by it. Hence, I find that these services were being offered by the Noticees
in lieu of the consideration, as noted above. Therefore, I find that VRP and its
proprietor, Mr. Vaibhav Ramchandra Patil, were engaged in the business of
providing investment advice to its clients, for consideration, and thus, acting as
investment adviser/s, as defined under Regulation 2(1)(m) of the IA Regulations,
2013

21. I also note that, it is imperative that any person carrying out investment advisory
activities has to necessarily obtain registration from SEBI and conduct its activities
in accordance with the provisions of SEBI Act, 1992 and Regulations framed
thereunder. Section 12(1) of SEBI Act, 1992 reads as under:

“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:”

22. I note that for seeking a certificate of registration for acting as an investment adviser,
an entity is required to satisfy inter alia the following requirements, as provided
under IA Regulations, 2013:

(i) An application for seeking certificate of registration to be made to Local

Office, Regional Office or Head Office, of SEBI, as the case may be, in Form
A as specified in the First Schedule to IA Regulations, 2013 along with
requisite non-refundable application fee;

(ii) The applicant, in case of an individual investment adviser or its principal

officer in case of a non-individual investment adviser shall be appropriately
qualified and certified as under:
a. A professional qualification or post-graduate degree or post
graduate diploma (minimum two years in duration) in finance,

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accountancy, business management, commerce, economics, capital

market, banking, insurance or actuarial science from a university or
an institution recognized by the Central Government or any State
Government or a recognized foreign university or institution or
association or a professional qualification by completing a Post
Graduate Program in the Securities Market (Investment Advisory)
from NISM of a duration not less than one year or a professional
qualification by obtaining a CFA Charter from the CFA Institute;
b. An experience of at least five years in activities relating to advice
in financial products or securities or fund or asset or portfolio
management;
c. Applicant in case of individual investment adviser or its principal
officer in case of a non-individual investment adviser, and persons
associated with investment advice shall have, at all times a
certification on financial planning or fund or asset or portfolio
management or investment advisory services, from (a) NISM; or (b)
any other organization or institution including Financial Planning
Standards Board of India or any recognized stock exchange in India
provided such certification is accredited by NISM.

(iii) Individual applicant must have net worth of not less than 5 lakh rupees and
non-individual applicant must have net worth of not less than 50 lakh rupees.

23. I note that safeguards provided under IA Regulations, 2013 requires continued
minimum professional qualification and net-worth requirement for investment
adviser, including disclosure of all conflict of interest, prohibition on entering
into transactions which are contrary to advice given for 15 days, risk profiling
of investors, maintaining documented process for selecting investment for
client based on client’s objective and risk profile, understanding the nature and
risks of products or assets selected for clients, etc. These requirements are
aimed at protection of investor interest.

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24. As per Regulation 3(1) of IA Regulations, 2013 the registration of the

investment advisers is mandatory. It provides that, “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”.

25. The activities of the VRP, as brought out above, seen in the backdrop of the
aforesaid provisions show that it was acting as an investment adviser.
However, it is noted that VRP or its proprietor were not registered with SEBI
in the capacity of Investment Advisor. Hence, I find that these activities were
being carried out by the Noticees without holding the certificate of registration
as investment adviser and are in violation of Section 12(1) of SEBI Act, 1992
read with Regulation 3(1) of the IA Regulations, 2013.

26. I note that the Noticees have collected Rs. 2,58,05,574/- as discussed in para
13 above. Further, investment advisory services was the only business that
VRP engaged in.

DIRECTIONS

27. In view of the foregoing, I, in exercise of the powers conferred upon me in

terms Sections 11(4) and 11B read with of Section 19 of the SEBI Act, 1992,
hereby direct that:

a. The Noticees shall issue 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 contact person
such as names, addresses and contact details, within 15 days of coming
into force of this direction;

b. The Noticee shall within a period of three months from the date coming
into force of this direction, jointly and severally, refund the money received

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from any complainants/ investors, as fees or consideration or in any other

form, in respect of their unregistered investment advisory activities;

c. The repayments to the complainants/ 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;

d. 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/ complainants who
were availing the investment advisory services from the Noticees, as
directed in this order, from the bank accounts of the Noticees;

e. After completing the aforesaid repayments, the Noticees shall file a report
of such completion with SEBI addressed to the Division Chief, CIS
Division, 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 the directions at para 27(a) and (b) above, duly
certified by an independent Chartered Accountant and the direction at
para 27(d) above shall cease to operate upon filing of such report on
completion of refunds to complainants/ investors;

f. 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 6 months from the date of this order or till the expiry of 6 months
from the date of completion of refunds to complainants/ investors as
directed in para 27(b) above, whichever is later;

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 Final Order in the matter of VRP Capital & Derivative Market Services (Prop. Mr. Vaibhav R Patil)

g. The Noticees shall not undertake, either during or after the expiry of the
period of debarment/restraint as mentioned in para 27(f) above, either
directly or indirectly, investment advisory services or any activity in the
securities market without obtaining a certificate of registration from SEBI
as required under the securities laws.

28. The direction for refund, as given in para 27(b) above, does not preclude the
clients/investors to pursue 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.

29. This order comes into force with immediate effect.

30. A copy of this order shall be sent to the Noticees, recognized Stock
Exchanges, the relevant banks, Depositories and Registrar and Transfer
Agents of Mutual Funds to ensure that the directions given above are strictly
complied with.

Sd-
Date: March 30, 2022 ANANTA BARUA
Place: Mumbai WHOLE TIME MEMBER
SECURITIES AND EXCHANGE BOARD OF INDIA

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