The Securities and Exchange Board of India (SEBI) has issued a regulatory censure to Winway Research, proprietor Mr Ankur Jain, following an investigation that established multiple violations of the Investment Advisers Regulations, 2013. The 16 page
order, dated 21 January 2026, was passed by Amarjeet Singh, whole time member of SEBI, after a detailed examination of complaints filed on the SEBI Complaints Redress System (SCORES) portal.
The regulatory action stemmed from an enquiry report submitted by the Designated Authority on 18 November 2024, which recommended the censure after establishing four key violations. These included charging a client fees for identical services during overlapping periods, receiving client payments into an employee's personal bank account, failing to maintain mandatory call records, and not resolving investor complaints within the stipulated timeframe.
Overlapping Fee Charges
The investigation revealed that Winway Research charged one of its clients, Mr Shyam Kumar Kandukuri, for the same product designated as stock option during overlapping periods. Two invoices issued in November 2020 showed that the service period from 20 November 2020 to 31 December 2020 overlapped with another service period from 24 November 2020 to 05 January 2021, with both covering the identical stock option product.
Mr Jain attempted to defend this practice by claiming it resulted from a lack of understanding of the invoicing system prior to amendments made in 2020, when combined bills were raised for all services. He contended that the client had subscribed to a combination of services, implying no actual overlap occurred.
However, SEBI found this explanation vague and lacking valid rationale. The order noted that the facts were crystal clear, as both invoices demonstrably contained the same service for an overlapping period, a fact that Mr Jain did not dispute. The regulator emphasised that investment advisers are expected to act with honesty and diligence while discharging fiduciary duties towards clients, and must charge only fair and reasonable fees. By selling the same product for an overlapping period, the adviser failed to uphold the values of the fiduciary relationship mandated under Regulation 15(1) of the IA Regulations.
Routing Funds Through Employee Accounts
Perhaps the most serious allegation concerned the receipt of client funds into the personal bank account of Mr Sumit Singh Duran, an employee of Winway Research. The investigation uncovered that Mr Padam Singh, a complainant, made payments totalling ₹10,000, ₹50,000, and ₹15,000 into two personal bank accounts belonging to Mr Duran during August 2021, while he was employed with the firm.
In his defence, Mr Jain insisted that all agreements and invoices clearly stated that no payments should be made to third-party bank accounts, and this policy was also displayed on the company website. He claimed that certain former employees had misused company credentials to engage in unauthorised activities without his knowledge. Mr Jain further argued that as a responsible employer, he could not be held liable for independent actions of former employees, asserting there was no concept of vicarious liability when an employee commits a breach of trust.
SEBI rejected this defence comprehensively. The order cited the Supreme Court judgment in Pradeep Kumar and another versus post master general and others, dated 07 February 2022, which established that employers can be held liable for fraudulent or wrongful acts committed by employees during the course of their employment. The apex court had observed that such acts, when done during employment, are binding on the employer at the instance of persons damnified by the fraud, and this provides the only remedy against the institution.
The regulator noted that merely mentioning certain policies in agreements and invoices cannot absolve an intermediary of liability and fiduciary duties towards clients and investors. As a SEBI-registered intermediary, Winway Research ought to have taken sufficient care to ensure that employees did not enter into illegal transactions with clients. The fact that payments were received by Mr Duran during his employment period, from November 2020 to December 2021, established that the employee engaged in unlawful activities during the course of employment, and the employer failed to protect clients from his own employee.
Failure to Maintain Call Records
The investigation also found that Winway Research failed to maintain and submit call recordings for the entire relevant period when requested by SEBI. These recordings were sought in connection with complaints filed by certain clients on the SCORES Portal.
Mr Jain submitted that all reasonable efforts had been made to maintain call recordings as required, but certain data became unavailable due to technical failures beyond his control during a shifting process. He argued that SEBI guidelines recognise alternative forms of evidence such as emails and invoices in cases of data loss, citing the adjudication order in the matter of Nestra Capital where the adjudicating officer had accepted similar submissions.
Additionally, he referenced a SEBI consultation paper dated 06 August 2024, claiming the regulator had concluded that call recording is impractical, onerous and unnecessary.
SEBI found these submissions devoid of merit. The order clarified that in the Nestra Capital case, the concerned entity had provided confirmation from the server service provider regarding server issues and had shared requisite data with SEBI prior to the server crash. The 2020 Circular stipulates that investment advisers must maintain records of interactions with all clients until completion of advisory services, and it does not provide for acceptance of alternative forms of evidence. Mr Jain had failed to submit any documentary evidence to establish compliance, making only unsubstantiated claims.
Furthermore, SEBI found Mr Jain's reference to the consultation paper misleading and incorrect. The order noted that the consultation paper did not characterise call recordings as impractical, onerous or unnecessary. Instead, the board meeting dated 30 September 2024 had clarified that while it is not mandatory for investment advisers to provide advice through telephone calls, maintenance of call recordings is required only if investment advice or execution services are provided through calls. The intent is to capture the audit trail of communications between the regulated entity and clients for recommendations being made, which forms the basis of the relationship between investor and intermediary.
Non-Resolution of SCORES Complaints
The fourth established violation concerned the failure to resolve four investor complaints pending on the SCORES platform within specified timelines. Mr Jain argued that all reasonable and necessary steps had been taken to address investor grievances, and any delay was not intentional but due to practical constraints. He contended that according to the 2022 Circular, only failure to file the action taken report (ATR) would be treated as non-compliance, and since the firm had filed the ATR within the stipulated time, SEBI's interpretation of non-redressal despite filing ATRs was overly stringent.
SEBI rejected this argument as factually incorrect. The order pointed out that Clause 48 of the 2022 Circular explicitly states that a complaint shall be treated as resolved, disposed or closed only when SEBI disposes or closes the complaint in SCORES, and mere filing of ATR by an intermediary will not mean the complaint is not pending. The regulator noted that while Mr Jain claimed to have taken reasonable steps for resolution, this assertion was not backed by any documentary or other evidence, nor did he elaborate on the specific steps or efforts taken to resolve pending investor complaints.
Previous Penalty and Final Decision
This is not the first time Mr Jain has faced regulatory action from SEBI. Moneylife had reported in November 2024 that the regulator imposed a penalty of ₹7 lakh on him for failing to resolve investor grievances and maintain required call records. The adjudication order by Asha Shetty had found that Mr Jain failed to comply with regulatory provisions and adhere to high standards of service to clients, documenting procedural compliance through action-taken reports without actually resolving issues.
In the current proceedings, Mr Jain requested that the penalty of ₹7,00,000 imposed through the adjudication order dated 14 November 2024 for similar violations be set aside, claiming it was harsh and discouraging him from continuing his investment advisory activities. SEBI noted that any appeal against the adjudication order could be filed before the Securities Appellate Tribunal, and no relief regarding that order could be granted in the present proceedings.
In reaching its final decision, SEBI considered that the allegation of charging fees for overlapping periods was established only with regard to one client, and the violation regarding receiving money in an employee's personal account was also established with respect to one client. The regulator took note of the adjudication order imposing a penalty of ₹7,00,000 for similar violations. Considering the nature of the established violations and the fact that a monetary penalty had already been imposed, SEBI determined that issuance of a censure would be commensurate in the matter.
The order, which came into force with immediate effect, warned Mr Jain to be diligent and careful in his dealings as an Investment Adviser going forward. Copies of the order were directed to be served on the noticee and concerned Market Infrastructure Institutions for their information and record.
This case underscores SEBI's commitment to maintaining high standards of conduct among registered intermediaries and protecting investor interests. The violations established against Winway Research highlight the importance of proper operational controls, transparent fee structures, adequate record-keeping systems, and timely resolution of investor grievances in the investment advisory business. The repeated regulatory action against Mr Jain within a span of just over a year demonstrates the regulator's resolve to ensure compliance and accountability among investment advisers.
