Introduction
The Ministry of Corporate Affairs (MCA) has issued an adjudication order against M/s. Baby Memorial Hospital Limited, an unlisted public company, for violations of the Companies Act, 2013 concerning the dematerialisation of securities. This article summarises the background, nature of default, penalties imposed, and the compliance process.
Background of the Company
Baby Memorial Hospital Limited is incorporated under the Companies Act, 2013 and has its registered office within the jurisdiction of the Registrar of Companies, Kerala.
Nature of Default
The Company voluntarily filed an application for adjudication admitting default under:
Section 29(1A) of the Companies Act, 2013
Rule 9A(2) and Rule 9A(3)(b) of the Companies (Prospectus and Allotment of Securities) Rules, 2014
These provisions mandate the dematerialisation of securities by promoters and subscribers before issuing or subscribing to further shares.
Relevant Legal Provisions
Rule 9A(2): Requires all securities held by promoters, directors, and key managerial personnel to be dematerialised before making any offer.
Rule 9A(3)(b): Requires any subscriber to first dematerialise their existing holdings before subscribing to new securities.
Chronology of Offences
Below is the summary of the non-compliant allotments:
| S.No. | Board/EGM Date | No. of Shares Issued | Offeree | Nature of Non-Compliance |
|---|---|---|---|---|
| 1 | 17.07.2021 / 23.07.2021 | 1,39,42,579 equity shares | Ms. Ambica Praveesh | Non-compliance with Rule 9A(2) |
| 2 | 26.09.2022 / 29.09.2022 | 1,07,16,773 equity shares | Ms. Ambica Praveesh | Non-compliance with Rule 9A(2) |
| 3 | 10.04.2023 / 05.06.2023 | 80,64,510 equity shares | M/s. Trinity Finsec Pvt. Ltd. | Non-compliance with Rule 9A(2) & 9A(3)(b) |
For the third allotment, M/s. Trinity Finsec Pvt. Ltd. held 22,11,598 shares in physical form, which were dematerialised only on 27.12.2023, after the issuance—leading to contravention of Rule 9A(3)(b).
Officers in Default
The following individuals were determined to be officers in default as per Section 2(60) of the Act:
Managing Director
Mr. Alexander Kadakketh Geevarghese
Whole-time Directors
Ms. Anitha Alexander
Ms. Anju Mariam Alex
Mr. Vineeth Abraham
Director
Mr. Jacob Kalluvila Babu
CFO
Mr. Vasant Kumar Santhosh Kumar (appointed 01.12.2022)
Company Secretary
Mr. Roshin (appointed 01.02.2023)
(Note: Independent Directors were exempted.)
Penalties Imposed
The Adjudicating Officer levied the following penalties:
| S.No. | Name | Role | Penalty |
|---|---|---|---|
| 1 | M/s. Baby Memorial Hospital Ltd. | Company | ₹30,000 |
| 2 | Mr. Alexander Kadakketh Geevarghese | Managing Director | ₹30,000 |
| 3 | Ms. Anitha Alexander | Whole-time Director | ₹30,000 |
| 4 | Ms. Anju Mariam Alex | Whole-time Director | ₹30,000 |
| 5 | Mr. Vineeth Abraham | Whole-time Director | ₹30,000 |
| 6 | Mr. Jacob Kalluvila Babu | Director | ₹30,000 |
| 7 | Mr. Vasant Kumar Santhosh Kumar | CFO | ₹10,000 |
| 8 | Mr. Roshin | Company Secretary | ₹10,000 |
| 9 | M/s. Trinity Finsec Pvt. Ltd. | Share Subscriber | ₹10,000 |
Total Penalty: ₹2,10,000
Compliance Requirements
The penalties must be paid within 90 days of receiving the order using the “Pay Miscellaneous Fees” option on the MCA portal.
Proof of payment (Challan/SRN) must be submitted via Form INC-28 to the Registrar of Companies.
Right to Appeal
The Company and the officers in default have the right to appeal to the Regional Director (South), MCA, Chennai within 60 days from the date of the order.
Appeals must be filed in Form ADJ along with a certified copy of the adjudication order.
Consequences of Non-Compliance
Failure to pay the penalty or file proof of compliance may lead to additional fines and prosecution under Section 454(8) of the Companies Act, 2013.
Conclusion
This adjudication order underscores the importance of timely dematerialisation of securities in compliance with Section 29(1A) and Rule 9A. Companies and their officers must ensure procedural compliance to avoid penalties and regulatory scrutiny.
If you need assistance in understanding or complying with these requirements, consider seeking professional guidance.
