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 for Acquisition of Securities (Section 38)

## Purpose of the Section

The section aims to prevent allotment of shares in fictitious names. Personation in this context means applying for or acquiring securities under a false identity.

## Sub-section (1) - Acts Punishable

A person is liable for punishment under Section 447 (fraud) if he:

ClauseProhibited Act
(a)Makes or abets the making of an application in a fictitious name to a company for acquiring or subscribing for its securities
(b)Makes or abets the making of multiple applications in different names or different combinations of his name or surname for acquiring/subscribing securities
(c)Otherwise induces directly or indirectly a company to allot or register transfer of any securities to him or any other person in a fictitious name

## Sub-section (2) - Mandatory Disclosure

Every company which issues a prospectus is required to reproduce prominently the provisions of sub-section (1) in:

  • The prospectus, AND
  • Every form of application for securities

## Important Note - Liability Despite Fictitious Name

A person who gets shares allotted in a fictitious name becomes liable as a shareholder. Where a person carried on business under an assumed name and took shares in that name, his trustee in bankruptcy could not avoid liability.

## Sub-section (3) - Disgorgement

Where a person has been convicted under this section, the court may order:

  • Disgorgement of any gain made by such person
  • Seizure and disposal of securities found in his possession

## Sub-section (4) - Crediting to IEPF

The amount received through disgorgement or disposal of securities under sub-section (3) is to be credited to the Investor Education and Protection Fund (IEPF).

Worked example

### Example 1

Example 1: Mr. A applies for shares under the name 'Mr. B' (a fictitious person) to acquire shares of ABC Ltd. He is liable under Section 38(1)(a) read with Section 447.

### Example 2

Example 2: Mr. X submits 5 applications under the variations 'X', 'X Kumar', 'Kumar X', 'Mr. X Kumar' and 'K. X' to corner a larger allotment in an IPO. He is liable under Section 38(1)(b).

### Example 3

Example 3: A person carries on business under assumed name 'Smith & Co.' and takes shares in that name. The company becomes insolvent. The trustee in bankruptcy of the assumed-name proprietor CANNOT escape shareholder liability.

⚠️ Common exam mistakes

  • Believing that personation is punishable only if the company suffers loss - the offence is complete on making the fictitious application itself.
  • Confusing disgorgement amount with company recovery - the disgorged amount goes to the IEPF, not the company.
  • Forgetting the mandatory requirement under sub-section (2) to reproduce Section 38(1) prominently in the prospectus and every application form.
Bare-Act text Section 38 · The Companies Act, 2013 · click to expand
Section 38(1): Any person shall be liable for punishment under section 447, if - (a) he makes or abets the making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities; or (b) he makes or abets the making of multiple applications in different names or 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 any securities to him or to any other person in a fictitious name. (2) Every company issuing a prospectus shall prominently reproduce these provisions. (3) Court may order disgorgement and seizure/disposal of securities. (4) Amount realized shall be credited to Investor Education and Protection Fund.
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