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After reading the case, the students shall be able to explain the concept of insider trading and differentiate between illegal insider trading and legal insider trading, business ethics, financial institutions, financial markets and accounting; to interpret the legal framework for prevention of insider trading; to identify the role and significance of the market regulator, Securities and Exchange Board of India (SEBI), in detecting financial crimes such as insider trading; to demonstrate the association between information, stock trading and stock prices within the framework of efficient markets; and to appraise the ethical dilemma in a family-owned firm, where the family members of the promoter group are alleged to have indulged in a financial crime.

The case revolves around allegations of insider trading against the promoter and the promoter group of the family owned and controlled firm, Lux Industries Limited. On January 24, 2022, the SEBI, the regulator of securities markets in India, accused Udit Todi, the Executive Director of Lux Industries Limited, of engaging in insider trading through a chain of 14 connected parties. Udit Todi was also the son of the Managing Director, Pradip Kumar Todi, and the nephew of the Executive Chairman, Ashok Kumar Todi. In its interim order, SEBI alleged a breach of insider trading regulations by a group of 14 connected entities that had built up long positions starting from May 21, 2021, before the quarterly financial results (Q4) and the annual results of the financial year (FY) 2021 in the equity shares of Lux Industries Limited, with its registered office in Kolkata, India, were announced. Subsequently, they squared off the long positions to make a profit of ₹29.43m. To restore the confidence of the investors, the Executive Chairman, Ashok Kumar Todi, needed to review the matter expeditiously and impartially. Taking into consideration the family ties of the accused, it was not going to be an easy task, yet, it had to be done. The case highlights the role of the regulator, SEBI, in unearthing financial frauds such as insider trading in an emerging market such as India.

Postgraduate programs in management, Executive education programs.

Teaching notes are available for educators only.

CSS 1: Accounting and Finance

The case study is designed to help students understand how the “growth at all costs” attitude can lead to compromised corporate governance in a start-up leading to disastrous implications for all the stakeholders. This case study aims to make students understand the components of the fraud triangle, the impact of financial fraud on various stakeholders, the role of venture capitalist (VC) investors and the importance of good corporate governance in start-ups. The case study presents an excellent opportunity for students to discuss the consequences of ignoring good governance in the pursuit of growth in a start-up. After analyzing the case study, the students shall be able to explain the concept of the fraud triangle and to be able to identify the motivation, opportunity and rationalization of financial irregularities in a start-up; analyze the impact of financial irregularities on various stakeholders; comprehend the business model of VCs and evaluate its influence on VC-funded start-ups; and appraise the importance of good corporate governance in start-ups.

The case study revolves around the confession of financial irregularities made by one of the cofounders of GoMechanic, a start-up headquartered in Gurugram, India. On January 18, 2023, Amit Bhasin confessed to financial irregularities in the company’s financial statements, leading to laying off 70% of the workforce of the company. GoMechanic had earlier raised close to US$62m [1] from maverick global investors including Sequoia Capital, Tiger Global, Orios Venture Partners and Chiratae Ventures, and was negotiating to raise Series D financing from the Japanese multinational SoftBank with aspirations to be a unicorn (start-up with a valuation of over $1bn). The confession led to a debate about the consequences of the “growth at all cost” culture being followed by start-ups as well as VCs. GoMechanic was not an isolated instance of a lack of governance in the start-ups. The confession had consequences not only for the GoMechanic but for the entire start-up ecosystem of India, which was the third largest in the world. Bhasin stated that the founders take full responsibility for the situation, and they were working on a plan which was most viable under the circumstances. However, it was not going to be easy to regain the confidence of the investors.

The case study is best suited for senior undergraduate- and graduate-level business school students and in executive education programs in courses such as corporate governance and ethics, private equity and entrepreneurial finance.

Teaching notes are available for educators only.

CSS 1: Accounting and finance

Informed trading has a strong liaison with the options market, as the risk in the options market is limited to the premium, leverage is high and the transaction cost is less. The purpose of this paper is to analyze the effect of options availability on the informed trading, occurring well before the merger and acquisition (M&A) announcements along with the crisis period and regulation effect.

The study employs event study methodology for 864 M&A announcements done by Indian acquiring companies in order to compute the abnormal returns and also examine the implied volatility and volume of call, putting options for the robustness check.

The results indicate that option listing status increases the possibility and magnitude of informed trading in the M&As, which gets more/less pronounced during and immediately after the crisis period when new regulatory reforms are introduced.

This study contributes to the efficient market theory and affirms that stock market of acquiring companies in India follow a semi-strong form of market efficiency around M&A announcements in the presence of options market.

By working through the case and assignment questions, students will be able to conduct a marketing environmental analysis to aid strategic decisions; analyse the first-mover advantages of a retail firm and how these can be sustained; comprehend online retail business models and the challenges therein; understand the trade-offs of online/offline retail experiences specific to an emerging market’s beauty and personal care sector; conceptualize and formulate actionable growth strategies that balance the individual and collective requirements of brick and mortar and retail e-commerce environments.

The case is set in 2022, right after Nykaa – the pioneer of beauty and wellness e-commerce platforms in India makes a blockbuster stock market debut in 2021. Starting in 2012 with a disruptive online model for selling beauty and wellness products online in India, Nykaa had come a long way with expansions in physical retail and other segments such as fashion. The firm, which initially aimed to be a virtual store, is now thinking of aggressively expanding in the brick-and-mortar retail space as it opens its 85th retail outlet.

Falguni S. Nayar, founder and CEO of Nykaa, wanted to roll out 300 physical stores targeting 100 cities in India in the next couple of years. She aspired to establish Nykaa as a category leader as the “Indian Sephora” in the beauty and personal care market. Nykaa’s first-mover advantage in the online beauty and personal care marketplace worked well to establish it as a brand with positive endorsements by digital shoppers that enhanced the investment potential with potential financiers. However, the pandemic had brought every physical retailer to the online platform. Most e-commerce platforms dealing in grocery to lifestyle had added personal care products to their existing merchandise.

Additionally, several start-ups had ventured into the online marketplace. Online was a cluttered marketplace with little to no differentiation. In this bloodbath, would the first-mover advantage for Nykaa in the online space still count as a competitive advantage? Nayar was all set to expand Nykaa’s physical presence aggressively. The concern was that the beauty and personal care segment had also moved online as a function of long stay-at-home periods. In the post-pandemic times, would the customer indeed revert to brick and mortar once again? Nykaa was also into product formulations, but so was every big and small player in the space. What was the differentiated winning formula for the consumer’s heart and mind?

The case can be effectively used in foundation courses in marketing and a wide range of specialized courses on marketing management (core/foundation course), retail marketing and e-commerce/digital marketing and e-commerce for B-school learners. The complex decision points faced by an innovative e-commerce start-up firm on its road to market expansion make the case suitable for niche courses such as Marketing for Start-ups. Moreover, learners in executive MBA programs with considerable experience can benefit from the case analysis that balances a growing retail company’s long- and short-run objectives.

Teaching notes are available for educators only.

CSS 8: Marketing.