Granthara01.08.05What is legal, what is fraud, what is just bad practice

Every example here is invented or generic. No real company, person or case is described, and nothing in this lesson is legal advice or a recommendation.

01.08.05 · What is legal, what is fraud, what is just bad practice

PreviouslyInsider trading is about what you know, not who you are — and passing it on is an offence too.

Three ways to lose, one of them illegal.

A share you owned fell sixty percent. You feel cheated, and you may well have been — but by which of three completely different things? The answer decides whether anyone can help you, and almost everyone gets it wrong in the same direction.

The regulator protects you from fraud. It does not protect you from a bad business, or from yourself.

Updated

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of the ways this happens is something a complaint can address
Part 01 · The Rules of the Game
  1. 01.08.01 The regulator's role and investor protection
  2. 01.08.02 Mandatory disclosures and where they are published
  3. 01.08.03 Insider trading rules and what "material information" means
  4. 01.08.04 Shareholding pattern disclosures
  5. 01.08.05 What is legal, what is fraud, what is just bad practice
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The three piles

Sort every story of money lost in the market into one of these, before anything else.

Fraud. Somebody broke the law. The accounts were falsified, the price was manipulated, a filing lied, an insider traded. There is an offence, there is a regulator with powers, and there is somewhere to complain.

Legal and against your interests. Nothing unlawful happened. The company did something permitted that made your stake worth less, or told you something technically true in a way designed to mislead. No offence, no remedy, and no one to complain to.

Neither. The business was run honestly and did badly anyway, or was run well and the market repriced it. This is the largest pile by a distance, and it is the one people are least willing to put their own loss into.

The rest of this lesson is about telling them apart, because the first pile is much smaller than it feels and the third much larger.

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Fraud: a short and specific list

India's rules against market fraud are the Prohibition of Fraudulent and Unfair Trade Practices regulations, and the offences they name are narrower than the word fraud in ordinary speech.

Manipulating the price. Trading designed to create a false appearance — buying and selling between accounts you control so the volume looks real, or bidding a thin stock up in the closing minutes.

Pump and dump. Accumulating a small, illiquid share quietly, promoting it hard to strangers, then selling into the buying you created. The promotion is usually where the offence becomes visible.

Lying in a filing. A false or misleading statement in something the company was required to publish, including the accounts.

Front running. Dealing ahead of a large order you learned about through your job.

Insider trading, which had its own lesson at 01.08.03.

Notice the shape. Each one involves somebody creating a false impression or exploiting a duty. A company merely doing badly is not on the list, and cannot be put on it.

Fraud — there is a complaint to make

  • Accounts falsified to hide losses
  • Trades between related accounts to fake volume
  • A stock promoted to strangers by people selling it
  • A required filing that says something untrue
  • Dealing ahead of a client's large order

Legal — there is not

  • New shares issued, making your stake smaller
  • Money paid to a company the promoter's family owns
  • Accounting choices that flatter this year's profit
  • Promoters borrowing against their own shares
  • Guidance that was optimistic and turned out wrong
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The middle pile, which takes most of the money

Everything in that right-hand column is permitted, disclosed, and perfectly capable of ruining a shareholder.

Dilution. A company can issue new shares, and your share of it gets smaller. Bharat Foods created 20 lakh new shares in 2019, and every pre-existing owner's stake shrank accordingly. That was an ordinary IPO and nobody was wronged. A company that does something similar every eighteen months, to buy assets of uncertain value, has quietly transferred your ownership elsewhere without breaking a single rule.

Related-party transactions. The company pays rent, fees or purchase prices to businesses the promoters' family owns. These must be disclosed and, above thresholds, approved — and being disclosed is not the same as being fair.

Aggressive accounting. Recognising revenue early, capitalising what others expense, changing an estimate in a helpful direction. Within the rules, signed off, and the reason Part 12 has a chapter on earnings quality.

Pledging. Legal, disclosed in the filing you met in 01.08.04, and the mechanism behind a certain kind of sudden fall.

None of this is criminal. All of it is findable in documents the company is required to publish. That combination — legal, disclosed, and damaging — is where most avoidable losses actually live.

Most of what costs an investor money is not against the rules. It is in the filings, unread.

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And the pile that is nobody's fault

A company can be run honestly by capable people and still fail. A competitor arrives, a raw material doubles, a regulation changes, the product stops selling. Nobody lied and nobody stole.

Or the business does fine and the share still falls, because the price had already paid for something better. Part 15 spends a chapter on that, and it is one of the hardest ideas in this book to accept about your own holdings.

It matters that this pile has a name, because a loss with no villain is uncomfortable, and the discomfort pushes people to reclassify it upward — into they must have been lying — where no evidence supports it and no complaint will go anywhere.

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What the regulator is actually for

01.08.01 put it in one line: SEBI's job is to protect investors, develop the market and regulate it. Read against this lesson, that means something specific.

It can act when somebody broke a rule. It can require disclosure, investigate, penalise, and bar people from the market. SCORES exists for complaints and 01.08.01 showed you the route.

It cannot make a business succeed, cannot reverse dilution that followed the process, cannot undo a price fall, and cannot compensate you for not having read what was published. The protection on offer is a fair and informed market, not a profitable one — and the informed half is the part you have to do.

Which is the whole argument of chapter 01.08. The rules force the information into the open. What happens next is your reading.

The question to ask before you complainWas a rule broken, or was I simply on the wrong side of something that was published and I did not read? The first has a process. The second has a lesson in it, and the lesson is worth more than the complaint would have been.
Remember

Losses sort into three piles: fraud, which is a short specific list of offences and has a complaint route; legal conduct that works against you, such as dilution, related-party dealings, aggressive accounting and pledging, which is disclosed and has no remedy; and honest failure or repricing, which is the largest pile and has no villain. The regulator can only reach the first, and the second is where most avoidable money goes.

Everything this chapter has told you, in order

  1. 01.08.01SEBI enforces rules, the exchange polices its members, and your complaint climbs that chain — but nothing in it protects you from a price.
  2. 01.08.02Everything a listed company must say goes to the exchange first, on a clock measured in minutes and hours — where you can read it before anyone explains it to you.
  3. 01.08.03Insider trading is about what you know, not where you work: the moment someone tells you what the market does not know, you may not trade on it or pass it on.
  4. 01.08.04Shareholding pattern disclosures
  5. 01.08.05What is legal, what is fraud, what is just bad practice
Next
01.09.01 — Brokerage, exchange fees, statutory charges

Next: the costs that come out of every trade before any of this matters.