Launch offer — 25% off with code LAUNCH-25 See plans →
Microlesson · 5-min read

Punishment for Personation for Acquisition of Securities [Section 38]

## Punishment for Personation in Acquiring Securities — Section 38

### What is 'personation'?

Personation here means illegally pretending to be another person — typically to grab a larger allotment than one is entitled to in an oversubscribed public issue, by making multiple applications under different identities.

### Acts that trigger Section 38

A person becomes liable under Section 447 (fraud) if he does ANY of the following:

1. Makes or abets an application in a fictitious name to acquire/subscribe to securities;

2. Makes or abets multiple applications in different names or different combinations of his own name; or

3. Induces a company directly or indirectly to allot or register transfer of securities to him or another person in a fictitious name.

('Abets' = assists or encourages.)

### Why this matters

In an oversubscribed IPO, applications are scaled down. A fraudster who applies 50 times under fictitious names corners a disproportionate share of the issue and defeats the pro-rata allotment process — directly harming genuine investors.

### Consequences on conviction

  • Liability under Section 447 — the general anti-fraud provision (which carries serious imprisonment and fines).
  • The court may additionally order:
  • Disgorgement of gain — the offender must return any money illegally made. This sum is credited to the Investor Education and Protection Fund (IEPF).
  • Seizure and disposal of securities found in his possession.

### Disclosure obligation on the company

The company must state the substance of Section 38 in both:

  • The prospectus, and
  • The application form for securities.

This serves as a fair warning to applicants.

Worked example

### Example 1

Example: During Delta Ltd's IPO, Mr X submits 30 applications using fictitious names, his variations (X, X Kumar, Kumar X), and his friend's PAN. The issue is 10 times oversubscribed and through this technique he secures 25,000 shares instead of the 2,500 he would have got with one honest application. On detection: (a) he is prosecuted under Section 447; (b) the court orders disgorgement of the listing gains on the extra 22,500 shares, credited to IEPF; and (c) those shares may be seized and disposed of.

⚠️ Common exam mistakes

  • Thinking 'multiple applications' becomes an offence only if they use entirely different names — combinations of one's own name (e.g., 'Ramesh Kumar', 'R Kumar', 'Kumar Ramesh') also qualify.
  • Believing the company has discretion about disclosing Section 38 — disclosure in the prospectus AND application form is mandatory.
  • Forgetting that disgorged money does NOT go to the company — it goes to the Investor Education and Protection Fund.
Bare-Act text Section 38 · Companies Act, 2013 · click to expand
Any person who (a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or (c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person in a fictitious name, shall be liable for action under section 447.
Now that you've read this — what's next?
Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.
Start 15-min diagnostic