Capitalaim Financial Advisory Private Limited & Another vs SEBI

IN THE SECURITIES APPELLATE TRIBUNAL
AT MUMBAI

TH
DATED THIS THE 13 DAY OF MARCH, 2026

CORAM: Justice P.S. Dinesh Kumar, Presiding Officer
Dr. Dheeraj Bhatnagar, Technical Member


Appeal No.402 of 2023
[Along with Misc. Application No.104 of 2026]


1. Capitalaim Financial Advisory Pvt. Ltd.
801, Airen Heights,
Scheme 54, Vijay Nagar,
Indore-452010, Madhya Pradesh.

2. Abhijeet Bajpai
801, Airen Heights,
Scheme 54, Vijay Nagar,
Indore-452010, Madhya Pradesh.













…Appellants

(By Mr. Kushal Shah, CA with Dr. Keyur Shah, Advocate i/b.
Prakash Shah & Associates for the Appellants.)


Securities and Exchange Board of India
SEBI Bhavan, Plot No.C4-A,
G-Block, Bandra Kurla Complex,
Bandra (East), Mumbai-400051.




…Respondent


(By Mr. Sumit Rai, Advocate with Mr. Manish Chhangani, Mr.
Sumit Yadav, Mr. Abhay Chauhan and Mr. Atul Agrawal,
Advocates i/b. The Law Point for the Respondent.)

(By Mr. Arun Kumar Kushwaha, Authorised Representative for the
Intervener.)

2


THIS APPEAL IS FILED UNDER SECTION 15T OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 TO
SET ASIDE ORDER DATED JANUARY 9, 2026 PASSED BY THE
SEBI.

THIS APPEAL HAVING BEEN HEARD AND RESERVED FOR
ORDERS ON FEBRUARY 24, 2026 COMING ON FOR
PRONOUNCEMENT OF ORDER THIS DAY, THE TRIBUNAL MADE
THE FOLLOWING:

ORDER

Per: Justice P. S. Dinesh Kumar, Presiding Officer

This appeal is directed against order dated January 09,
1 2
2023, passed by the WTM , SEBI , debarring the appellants from
accessing the securities market for a period of five years and
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directing them to resolve the complaints made on the SCORES
platform against appellant No.1, Capitalaim Financial Advisory
Private Limited (‘Capitalaim’ for short).

2. We have heard Mr. Kushal Shah, learned Authorised
Representative for the appellant, Mr. Sumit Rai, learned Advocate
for the respondent and Mr. Arun Kumar Kushwaha, Authorised
Representative for the intervener.


1
Whole Time Member
2
Securities and Exchange Board of India
3
SEBI Complaints Redress System

3

3. Brief facts of the case are:
a) Capitalaim is a SEBI registered Investment Adviser since
2014 and the second appellant is its Director.

b) An inspection was conducted by the SEBI into the affairs of
Capitalaim for the period between November 2, 2019 and
November 8, 2019.

c) The inspection disclosed that appellants were in violation of
4
the SEBI Act, 1992, SEBI (IA) Regulations and SEBI
5 6
(PFUTP) Regulations . An interim order cum SCN was
issued by the SEBI restraining the appellants and other
noticees from accessing the securities market. It was
alleged in the SCN that the appellants had failed to carry
out risk profiling and suitability assessment for their
clients, charged unreasonable fees and defrauded the
clients.

d) Appellants filed their replies to the SCN. After hearing
them, the impugned order has been passed.


4. At the outset, Mr. Kushal Shah, learned Authorised
Representative of the appellants submitted that the appellants
have already suffered debarment for 4 years and 5 months out

4
SEBI (Investment Advisers) Regulations, 2013
5
SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to
Securities Market) Regulations, 2003
6
Show Cause Notice

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of 5 years. They have resolved all the pending complaints on the
SCORES platform. This Tribunal may consider the aspect of
proportionality and hold the period of debarment suffered as
sufficient. He further submitted that w.e.f. February, 2020,
Capitalaim has stopped taking any new clients and as such the
business is closed. Appellants have informed this fact to the
SEBI.

5. With regard to violation of PFUTP Regulations, he
submitted that the appellant Company was registered with the
SEBI and is governed by IA Regulations. If an investment
adviser violates IA Regulations, it does not automatically amount
to violation of PFUTP Regulations. He submitted that there are
no ingredients to prove that appellants have violated PFUTP
Regulations and prayed that findings rendered in that aspect
may be quashed.

6. Respondent has filed its reply and written submissions.
In the written submissions, it is stated that all pending SCORES
complaints have been resolved. In these circumstances, the only
point that requires to be considered is the period of debarment.

7. We have carefully considered the rival contentions and
perused the records.

8. Admitted position is, SEBI, by its interim order had
restrained the appellants from accessing the securities market.
In the impugned order, the period of debarment is quantified as
five years. Reckoned from the date of interim order, 4 years and

5

5 months have elapsed. Appellants have also closed their
business.

9. One Mr. Nandlal Kushwaha (‘intervener/applicant’) has
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filed an intervention application . We have heard his son, Mr.
Arun Kumar Kushwaha, Authorized Representative for the
intervener. He contended that the impugned order records that
Capitalaim has collected ₹18,34,813/- from him. In addition, the
intervener has suffered a trading loss of ₹1,86,568/-. As on
date, Capitalaim owes him sum of ₹4,74,253/- and prayed that
Capitalaim may be directed to refund the said sum.

10. In reply, Mr. Shah for the appellants submitted that the
intervener has settled the matter with Capitalaim and received a
sum of ₹13,60,560/-. He referred to applicant’s letter dated
April 19, 2018, in support of his submission. He submitted that
the application is not maintainable. Mr. Rai for SEBI also
submitted that intervener had filed a SCORES complaint in 2018
claiming ₹18 Lakhs and subsequently settled the matter by
receiving ₹13,60,560/-.

11. We have perused applicant’s letter dated April 19, 2018,
8
produced by the applicant himself . It is signed by Mr. Arun
Kumar Kushwaha, son of the applicant, who has argued before
us on behalf of the applicant. The relevant paragraph in
applicant’s letter reads thus:


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Misc. Application No.104 of 2026
8
Annexed at Page 140 of Intervention Application

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“I agree in withdrawing all the complaints lodged against
Capital Aim till this date Upon initiation of Refund of
Rs.13,60,560/- (Thirteen Lac Sixty Thousand five hundred sixty
only).”


12. To a pointed query, the applicant admitted to have
received the sum of ₹13,60,560/-. He reiterated that applicant
was entitled for about ₹18 Lakhs and prayed that suitable
directions may be issued.

13. Admittedly, applicant has settled his dispute in 2018. He
cannot be permitted to approbate and reprobate. Hence, we find
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no merit in the intervention application .

14. So far as appellants’ period of debarment is concerned,
since the appellants have suffered substantial period and the
business is also closed, in our view, the period of debarment
already suffered is sufficient.

15. So far as the PFTUP allegations levelled against the
appellants are concerned, we may record that there is no specific
fact attributable towards violation of PFUTP Regulations. The
allegation is general in nature suggesting that violation of IA
Regulations amounts to committing fraud. We are unable to
persuade ourselves to accept this line of argument. Investment
Advisers are governed by IA Regulations. Normally, if an
individual or a company violates the IA Regulations, they can be
charged for those violations, unless a specific case is made out

9
Misc. Application No.104 of 2026

7

on the facts to demonstrate that there is violation of PFTUP
Regulations. This Tribunal in Pinnacle Market Investment Advisory
10
Pvt. Ltd. & Others v. SEBI has taken a similar view. In our view,
in the facts of this case, there is no violation of PFUTP
Regulations.

16. Hence, the following:

ORDER
(i) Appeal is allowed in part . The period of debarment
already suffered is held sufficient.
(ii) The finding about violation of SEBI (PFUTP) Regulations
is set aside.
(iii) Misc. Application No.104 of 2026 (Intervention
application) is dismissed.
(iv) Pending interlocutory application(s), if any, stand
disposed of.
(v) No costs.

Justice P.S. Dinesh Kumar
Presiding Officer





Dr. Dheeraj Bhatnagar
Technical Member
13.03.2026
RHN

RAJALA
KSHMI
H NAIR
Digitally signed
by
RAJALAKSHMI H
NAIR
Date: 2026.03.13
14:43:45 +05'30'

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Appeal No.340 of 2023, decided on 06.09.2023 by the Securities Appellate
Tribunal, Mumbai.