Adjudication Order Summary
M/s. Baby Memorial Hospital Limited - Dated: 04.06.2025
This document summarizes the Adjudication Order passed by the Registrar of Companies, Kerala & Lakshadweep, concerning violations by M/s. Baby Memorial Hospital Limited under Section 454 of the Companies Act, 2013.
Background of the Case
M/s. Baby Memorial Hospital Limited, an unlisted public company, filed a suo-motu adjudication application admitting delay/default in ensuring the dematerialisation of securities. This was required under Section 29(1A) read with Rule 9A (2) and 9A(3)(b) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Relevant Legal Provisions
- a)Rule 9A(2): Requires every unlisted public company making any offer for issue of securities, buyback, bonus shares, or rights offer, to ensure that the entire holding of securities of its promoters, directors, and key managerial personnel is dematerialised before such offer.
- b)Rule 9A(3)(b): Mandates that every holder of securities subscribing to any securities on or after 02.10.2018 must ensure all existing securities are held in dematerialised form before such subscription.
Facts of the Default
The company made several offers of shares between 2021 and 2023. It was observed that:
- •Before making these offers, the company failed to ensure complete dematerialisation of securities held by its promoters, directors, and key managerial personnel, violating Rule 9A(2).
- •Specifically, for the preferential offer on June 5, 2023, to M/s. Trinity Finsec Private Limited, the offeree held existing physical shares that were not dematerialised at the time of subscription, violating Rule 9A(3)(b). These shares were later dematerialised on December 27, 2023.
Officers in Default and Penalty Calculation
The following individuals and entities were identified as officers in default or in violation of the rules, and penalties were calculated for their respective defaults:
Penalties for Rule 9A(2) Violations (Non-dematerialisation by Company/Directors/KMP before Offer)
| S. No. | Name of the Applicant | Category | Total Penalty (₹) |
|---|---|---|---|
| 1 | Baby Memorial Hospital Limited | Company | 30,000 |
| 2 | Alexander Kadakketh Geevarghese | Managing Director | 30,000 |
| 3 | Anitha Alexander | Whole-time Director | 30,000 |
| 4 | Anju Miriam Alex | Whole-time Director | 30,000 |
| 5 | Vineeth Abraham | Whole-time Director | 30,000 |
| 6 | Jacob Kalluvila Babu | Director | 30,000 |
| 7 | Vasant Kumar Santosh Kumar | Chief Financial Officer | 10,000 |
| 8 | Roshin | Company Secretary | 10,000 |
Penalty for Rule 9A(3)(b) Violation (Subscriber's Failure to Dematerialise Existing Shares)
| S. No. | Name of the Applicant | Category | Total Penalty (₹) |
|---|---|---|---|
| 9 | M/s. Trinity Finsec Private Limited | Subscriber of Shares | 10,000 |
Grand Total Penalty: ₹2,10,000
Order and Compliance
The total penalty of ₹2,10,000 is imposed. The penalized parties must pay the amount via the MCA portal's "Pay Miscellaneous Fees" within 90 days of receiving the order and file the challan/SRN using e-form INC-28.
Right to Appeal
An appeal against this order can be filed with the Regional Director (SR), Ministry of Corporate Affairs, Chennai, within 60 days of receipt. The appeal must be in Form ADJ and accompanied by a certified copy of this order.
Non-compliance with the order will invoke provisions of Section 454(8) of the Companies Act, 2013.