IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c. 29, as amended (the “Act”), in particular sections 19, 21, 38 and 39;

AND IN THE MATTER OF Upanshuman Pandey and Expert Financial Corporation.

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

1. Upanshuman Pandey (“Pandey”) was a mortgage broker (licence # M08002621) under the Act. He was first licensed as an agent in 2008 and has been a principal broker since 2011.
2. Pandey’s broker licence expired on March 31, 2025. He did not apply to renew it.
3. Expert Financial Corporation (“Expert Financial”) is a brokerage licensed under the Act (licence # 12744).
4. On July 5, 2024, the Director, Litigation and Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of Nasir Syed Zaidi Hussain (“Hussain”), Pandey, Expert Financial, and Varinder Singh Virk (the “NOP”).
5. On July 29, 2024, Pandey and Expert Financial requested a hearing before the Financial Services Tribunal (the “Tribunal”) in respect of the NOP.
6. Pandey, Expert Financial, and the Director, by delegated authority from the CEO, (collectively the “Parties”) wish to resolve this matter on consent and without a hearing before the Tribunal.

PART II – AGREED FACTS

Background

7. Pandey has been the principal broker of Expert Financial since 2016. He was a director of Expert Financial until June 30, 2022. His wife, a non-licensee, is now the sole director and officer of Expert Financial. Pandey and his wife own Expert Financial.
8. Hussain has never been licensed as a mortgage agent or broker under the Act.

Referral Arrangement Between Hussain and Pandey

9. Hussain and Pandey met in or prior to 2016. Hussain offered to refer clients to Pandey for a fee. Pandey knew that Hussain was not licensed.
10. Prior to the COVID-19 pandemic in 2020, clients would come to Pandey’s office accompanied by Hussain and Pandey would do the paperwork and explain the mortgages. When a mortgage closed, Pandey would pay Hussain 50% of the brokerage fee as a commission.
11. After March 2020, Pandey no longer met any clients referred to him by Hussain in person. He had three-way phone calls with some clients and Hussain.
12. Hussain collected from the clients the supporting documents necessary to apply for a mortgage, such as income and tax documents. Hussain passed this information to Pandey.
13. Pandey then generated the necessary mortgage documentation using his brokerage’s software.
14. Pandey submitted the relevant documentation to the lenders.
15. Pandey paid Hussain at least $97,000 in commissions between April 2021 and May 2022.
16. The policies and procedures manual for Expert Financial requires brokers and agents to “make every effort to verify the identity of their borrowers.” If they are unable to do so, the broker or agent is to notify the potential lenders. Pandey did not make this notification to lenders for the clients from Hussain.
17. Between 2016 and 2022, Pandey received 54 referrals from Hussain, 21 of which were closed.

Expert Financial’s Records

18. FSRA Investigators sought records of documents and communications between Pandey and some clients. Pandey and Expert Financial were unable to provide communication records relating to four of the clients requested by FSRA.
19. Pandey deleted his emails from time to time. The deleted emails included, but were not limited to, communications between himself and some of the clients and communications with Hussain.

Complaints to Expert Financial and Pandey

20. Two clients complained separately and in writing to Expert Financial in July 2022.

Misleading Information on Annual Information Returns (“AIRs”)

21. For 2016 – 2023, Pandey submitted AIRs for Expert Financial. In the AIRs, including in 2020, 2021, and 2022 he asserted that:
    1. Expert Financial did not receive any simple referrals from unlicensed entities.
    2. Expert Financial received no referrals from any sources.
    3. Expert Financial received no written complaints.
22. At the end of each AIR, the principal broker is required to certify that they are aware that it is an offence to make a false statement to the CEO. Pandey signed the certifications.

PART III – NON-COMPLIANCE WITH THE ACT

23. By engaging in the conduct described above in Part II of these Minutes of Settlement and Undertaking (“Minutes”), Pandey admits and acknowledges that he breached the Act as follows:
    1. facilitating Hussain’s illegal holding out as a mortgage agent or broker and facilitating Hussain’s working as an unlicensed agent, contrary to section 3.1 of Ontario Regulation 187/08;
    2. not taking sufficient steps to verify the identities of borrowers, causing Expert Financial to violate section 10 of Ontario Regulation 188/08, contrary to section 3 of Ontario Regulation 187/08;
    3. failing to take reasonable steps to ensure the brokerage’s compliance with its record-keeping obligations, contrary to section 2 of Ontario Regulation 410/07; and
    4. making false or misleading statements on his AIRs with respect to the lack of referrals and the lack of complaints, contrary to section 45 of the Act.
24. By engaging in the conduct described above in Part II of these Minutes of Settlement and Undertaking (“Minutes”), Expert Financial admits and acknowledges that it breached the Act as follows:
    1. facilitating Hussain’s illegal holding out as a mortgage agent or broker and facilitating Hussain’s working as an unlicensed agent, contrary to section 14.2 of Ontario Regulation 188/08; and
    2. failing to maintain complete and accurate records of all written information or documents given by borrowers, contrary to section 46 of Ontario Regulation 188/08.
25. As a result of this non-compliance, Pandey and Expert Financial admit that they are not presently suitable to be licensed under the Act.

PART IV – TERMS OF SETTLEMENT

26. Pandey and Expert Financial admit the facts contained in Part II of these Minutes.
27. Pandey and Expert Financial acknowledge and agree that they have been given the opportunity to seek independent legal advice and have done so (or have waived the right to do so) and are entering into these Minutes voluntarily, understanding the consequences of doing so.
28. Pandey and Expert Financial acknowledge that these Minutes are an undertaking within the meaning of the Act, and that failure to comply may result in immediate regulatory action including, but not limited to, the issuance of a further Notice of Proposal as may be required or prosecution under the Provincial Offences Act.
29. Pandey and Expert Financial acknowledge that, notwithstanding paragraph 41(iii) of these Minutes, the facts in Part II of these Minutes may be considered for the purposes of assessing their suitability on any future applications for a licence under the Act or otherwise with FSRA.

(a) Issuance of Order

30. Pandey and Expert Financial acknowledge that, upon execution of these Minutes by the Parties, the order attached as Schedule “A” to these Minutes (the “Order”) will be issued, pursuant to which:
    1. the brokerage licence issued to Expert Financial will be revoked;
    2. administrative penalties of $32,000 will be imposed on Pandey; and
    3. administrative penalties of $36,000 will be imposed on Expert Financial.

(b) Process for Execution of Settlement

31. Pandey and Expert Financial acknowledge that these Minutes are not binding on the Director until signed by the Director.
32. These Minutes may be executed in counterparts, and may be executed and delivered by facsimile or e-mail, and all such counterparts and facsimiles or e-mails, as applicable, shall together constitute one and the same agreement.
33. Upon receiving an executed copy of these Minutes from FSRA, Pandey and Expert Financial will withdraw their Requests for Hearings (Form 1s) in respect of the NOP before the Tribunal by completing a Withdrawal/Discontinuance (Form 5) and filing it with the Registrar at the Tribunal within five (5) business days.
34. Upon confirmation from the Tribunal that the Request for Hearing has been withdrawn and the hearing has been cancelled, the Parties agree that the Director will issue an Order in the form attached as Schedule “A” to these Minutes.
35. The Parties accept and understand that these Minutes and any rights within the Minutes shall enure to the Parties and to any successors or assigns of the Parties.

(c) Disclosure of Minutes and Order

36. The Parties will keep the terms of these Minutes and the Order confidential until the Order is issued, except that:
    1. The Director shall be permitted to disclose the Minutes and the Order within FSRA; and
    2. The Parties shall be permitted to inform the Financial Services Tribunal.
37. If either of the Parties do not sign these Minutes or the Director does not issue the Order:
    1. These Minutes, the Order, and all related discussions and negotiations will be without prejudice to FSRA, Pandey, and Expert Financial; and
    2. FSRA, Pandey, and Expert Financial will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the NOP. Any proceedings, remedies and challenges will not be affected by these Minutes, the Order, or any related discussions or negotiations.
38. Upon issuance of the Order:
    1. Pandey and Expert Financial agree that these Minutes and the Order form part of their administrative records for the purposes of any future licensing decisions or as an aggravating factor in respect of a future administrative penalty or prosecution against him or any affiliated entities;
    2. Pandey and Expert Financial acknowledge that these Minutes and the Order are public and will be published by FSRA on its public website (or that of its successor) along with a press release that summarizes these Minutes and the Order; and
    3. The Parties agree not to make representations to any member of the public or media or in a public forum that are inconsistent with these Minutes or the Order.

(d) Further Proceedings

39. Whether or not the Order is issued, Pandey and Expert Financial will not use, in any proceeding, these Minutes or the negotiation or process of approval of these Minutes as the basis for any attack on FSRA’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may be available.
40. Upon issuance of the Order:
    1. Pandey and Expert Financial waive all rights to a hearing before the Tribunal regarding the NOP;
    2. Pandey and Expert Financial waive all rights to a judicial review or appeal of the Order;
    3. The Director agrees that FSRA will not take any further proceedings against Pandey and Expert Financial arising solely from the facts contained in Part II of these Minutes, unless facts not disclosed by Pandey and Expert Financial come to the attention of FSRA that are materially different from those contained in Part II of these Minutes or Pandey and Expert Financial fail to comply with any term in the Order; and
    4. Pandey and Expert Financial agree that should they fail to comply with any term in these Minutes or the Order, FSRA is entitled to bring any proceedings available to it.

DATED 05/16/2025 at Mississauga, Ontario.

Original signed by

Upanshuman Pandey
For himself and on behalf of Expert Financial Corporation

DATED 05/16/2025 at Toronto, Ontario.

Original signed by

Omar Najar
Name of Witness

DATED on May 16, 2025 at Toronto, Ontario.

Original signed by

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Officer

APPENDIX A

IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c. 29, as amended (the “Act”), in particular sections 19, 21, 38, and 39;

AND IN THE MATTER OF Upanshuman Pandey and Expert Financial Corporation.

ORDER TO REVOKE LICENCE
AND TO IMPOSE ADMINISTRATIVE PENALTIES

Upanshuman Pandey (“Pandey”) was a mortgage broker (licence # M08002621) under the Act. His licence expired on March 31, 2025, and he did not apply to renew it.

Expert Financial Corporation (“Expert Financial”) is a brokerage licensed under the Act (licence # 12744). Pandey has been the principal broker of Expert Financial since 2016.

On July 5, 2024, by delegated authority from the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (the “Chief Executive Officer”), the Director, Litigation and Enforcement (the “Director”) issued a Notice of Proposal to revoke Pandey’s mortgage broker licence and Expert Financial’s mortgage brokerage licence,

A Request for Hearing dated July 29, 2024, was delivered to the Financial Services Tribunal (the “Tribunal”) on July 29, 2024, in accordance with sections 21(2), 21(3), 39(2) and 39(5) of the Act, respecting the Notice of Proposal.

On [DATE], Pandey and Expert Financial withdrew their Requests for Hearings and the Tribunal closed its file with respect to the matter. This order is made pursuant to a Minutes of Settlement and Undertaking entered into by Pandey, Expert Financial, and the Director on [DATE].

ORDER

The mortgage brokerage licence of Expert Financial Corporation (licence # 12744) is hereby revoked for the reasons set out in the Minutes of Settlement and Undertaking.

DATED at Toronto, Ontario.

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

ORDER

Administrative penalties in the total amount of $32,000 are hereby imposed on Upanshuman Pandey for the reasons set out in the Minutes of Settlement and Undertaking. 

Administrative penalties in the total amount of $36,000 are hereby imposed on Expert Financial Corporation for the reasons set out in the Minutes of Settlement and Undertaking. 

TAKE NOTICE THAT the Financial Services Regulatory Authority of Ontario will deliver
an invoice to Upanshuman Pandey and to Expert Financial Corporation with information as to where and how to pay the administrative penalties. Upanshuman Pandey and Expert Financial Corporation must pay the administrative penalties no later than thirty (30) days after the Order is issued unless otherwise agreed with the Financial Services Regulatory Authority of Ontario.

If Upanshuman Pandey or Expert Financial fail to pay the administrative penalties in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the Order imposing the penalty is a debt due to the Crown and is enforceable as such.

DATED at Toronto, Ontario.

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

Si vous desirez recevoir cet avis en français, veuillez nous envoyer votre demande par courriel immediatement a : contactcentre@fsrao.ca.