Registrar of Companies, Kerala, passed an adjudication order on 4 June 2025 under Section 454 of the Companies Act, 2013 against Baby Memorial Hospital Limited for violations of Section 29(1A) read with Rule 9A(2) and 9A(3)(b) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. The company, an unlisted public entity, admitted to defaults in dematerialising securities prior to three preferential share allotments between 2021 and 2023. In these cases, the promoters, directors, and key managerial personnel had not fully dematerialised their shareholdings, a requirement under Rule 9A(2). Additionally, M/s. Trinity Finsec Private Limited, an investor in the June 2023 issue, subscribed to new shares without dematerialising its prior holdings of over 22 lakh shares, contravening Rule 9A(3)(b). The shares were only dematerialised in December 2023. A total penalty of ₹2.21 lakh was imposed, with ₹30,000 each levied on six officers and the company for repeated violations, and ₹10,000 on the CFO, Company Secretary, and Trinity Finsec Private Limited. The order specifies that penalties must be paid via the MCA portal within 90 days, and outlines the right to appeal within 60 days. Failure to comply may trigger further legal action under Section 454(8) of the Act.
Ministry of Corporate Affairs
Registrar of Companies, Kerala & Lakshadweep
First Floor, Corporate Bhawan, B.M.C. Road,
Thrikkakara, Kochi — 682 021, Kerala.
No. ROCKJAdj/R.9A/Baby Memorial Hospital/1036/2025 Dated:04.06.2025
Adjudication order passed under Section 454 of the Companies Act, 2013
for the violation of provisions of Section 29(1A) read with Rule 9A (2) and 9A(3)(b)
of the Companies (Prospectus and Allotment of Securities) Rules, 2014
in the matter of
M/s. Baby Memorial Hospital Limited
CIN: U85110KL2009PLC037460
1. Background: M/s. Baby Memorial Hospital Limited (hereinafter referred to as the “Company”) is an unlisted public company having its registered office within the jurisdiction of the Registrar of Companies, Kerala.
2. Notice and Admission of Default: The Company filed a suo-motu adjudication application in Form GNL-1 vide SRN: F96265863 dated 19.06.2024, admitting the delay/default in ensuring the dematerialisation of securities as required under the provisions of Section 29(1A) read with Rule 9A(2) and 9A(3)(b) of the Companies (Prospectus and Allotment of Securities) Rules, 2014. Subsequent clarifications were filed on 02.09.2024, 09.01.2025 and 04.06.2025.
3. Relevant Provisions of Law
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.
4. Facts of the Case: The company made offers of shares pursuant to approvals obtained at the following Board of Directors (BOD) meeting and Extraordinary General Meetings (EGMs):
| Sr. No. | Date of BOD/EGM | Details of Shares Offered | Name of the Offeree |
| 1 | 17.07.2021 23.07.2021 | 1,39,42,579 equity shares of Rs.10/- each at a premium of Rs.52/- each | Ms. Ambica Praveesh, Proprietrix, Ambica Constructions and Contractors |
| 2 | 26.09.2022 29.09.2022 | 1,07,16,773 equity shares of Rs.10/- each at a premium of Rs.52/- each | Ms. Ambica Praveesh, Proprietrix, Ambica Constructions and Contractors |
| 3
|
10.04.2023 05.06.2023 | 80,64,510 equity shares of Rs.10/- each at a premium of Rs.52/- each | M/s. Trinity Finsec Private Limited |
5. It was observed that before making these offers, the company failed to ensure complete dematerialisation of the securities held by promoters, directors, and key managerial personnel as mandated by Rule 9A (2).
6. With regard to the 3rd Preferential offer made on 05th June 2023 to M/s. Trinity Finsec Private Limited, it is noted that the said offeree was holding 22,11,598 equity shares in the Company prior to the offer, which were not dematerialised at the time of the share issue. The offeree failed to ensure dematerialisation of these existing shares before the new allotment, as required under Rule 9A(3)(b). These shares were subsequently dematerialised on 27th December 2023, as submitted by the company.
7. Officer(s) in Default for Section 9(A)(2): As per section 2(60) of the Companies Act, 2013, officers in default among the applicants are as identified below:
| SNo. | Name of the Applicant | Category | Identification |
| 1 | Baby Memorial Hospital Limited | Company | |
| 2 | Alexander Kadakketh Geevarghese | Managing Director | Officer in Default |
| 3 | Anitha Alexander | Whole-time Director | Officer in Default |
| 4 | Anju Mariam Alex | Whole-time Director | Officer in Default |
| 5 | Vineeth Abraham | Whole-time Director | Officer in Default |
| 6 | George Kadakketh Ninan | Independent Director | |
| 7 | Anush Kalluvila Thomas | Independent Director | |
| 8 | Jacob Kalluvila Babu | Director | Officer in Default |
| 9 | Vasant Kumar Santhosh Kumar | Chief Financial Officer | Officer in Default |
| 10 | Roshin | Company Secretary | Officer in Default |
8. Penalty Calculation for Section 9(A)(2)
| Sl. No. | Name | 23-07-2021 (Rs.) | 29-09-2022 (Rs.) | 05-06-2023 (Rs.) | Total Penalty (Rs.) |
| 1 | Baby Memorial Hospital Limited | 10,000 | 10,000 | 10,000 | 30,000 |
| 2 | Alexander Kadakketh Geevarghese | 10,000 | 10,000 | 10,000 | 30,000 |
| 3 | Anitha Alexander | 10,000 | 10,000 | 10,000 | 30,000 |
| 4 | Anju Miriam Alex | 10,000 | 10,000 | 10,000 | 30,000 |
| 5 | Vineeth Abraham | 10,000 | 10,000 | 10,000 | 30,000 |
| 6 | Jacob Kalluvila Babu | 10,000 | 10,000 | 10,000 | 30,000 |
| 7 | Vasant Kumar Santosh Kumar’ | 10,000 | 10,000 | ||
| 8 | Roshin2 | 10,000 | 10,000 |
9. Penalty Calculation for Rule 9A(3)(b): M/s. Trinity Finsec Private Limited, who was already holding 22,11,598 equity shares in physical form in Baby Memorial Hospital Limited, subscribed to 80,64,510 equity shares in the preferential offer made by the company on 5th June 2023, in contravention of Rule 9A(3)(b), since the existing shares were not dematerialized at the time of subscription. The said shares were subsequently dematerialized on 27th December 2023. As per the penalty provisions under Section 450 of the Companies Act, 2013, the default attracts a penalty of Z10,000 and the same is hereby imposed on M/s. Trinity Finsec Private Limited.
10. Order: Having considered the facts, the admissions made by the company, and the relevant provisions of the Act and Rules, I hereby impose the following penalty under Section 454 of the Companies Act, 2013:
| S. No. | Name of the Applicant | Category | Total Penalty (Rs) |
| 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 Mariam 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 |
| 9 | M/s. Trinity Finsec Private Limited | Subscriber of Shares | 10,000 |
| Total | 2,10,000 |
11. The above penalty amount shall be paid through online e-payment mode available on MCA portal under “Pay Miscellaneous Fees” category within 90 days from the date of receipt of this order. The challan/SRN generated after payment shall be filed with this office through e-form INC-28.
12. Right to Appeal: The company and the officers in default may file an appeal against this order with the Regional Director (SR), Ministry of Corporate Affairs, Chennai within 60 days from the date of receipt of this order in Form ADJ, accompanied by a certified copy of this order (Section 454(5) & (6) of the Companies Act, 2013, read with Companies (Adjudication of Penalties) Rules, 2014).
13. Your attention is invited to Section 454(8) of the Act in the event of non-compliance with this order.
(ARUN PRASAD M)
(Adjudicating Officer)
Registrar of Companies
Kerala & Lakshadweep
To
1. BABY MEMORIAL HOSPITAL LIMITED
wilding No 5/3429, Indira Gandhi Road,
Arayidathupalam, Kozhikode, Kozhikode,
Kerala, India, 673004.
c s @babymhospital. org
2. Sri. Alexander Kadakketh Geevarghese, Managing Director,
3. Ms. Anitha Alexander, Ex-Wholetime Director.
4. Sri. Anju Miriam Alex, Wholetime Director,
5. Sri. Vineeth Abraham, Wholetime Director,
6. Sri. Jacob Kalluvila Babu, Ex Director,
7. Sri. Vasant Kumar Santosh Kumar, CFO(KMP),
8. Sri. Roshin, Company Secretary,
9. M/s. Trinity Finsec Private Limited,
B7, 3rd Floor, Jay Chambers,
Dayaldas Road, Vile Pane (E),
Mumbai, Mumbai City
Maharashtra 400057
Copy for information to:
The Regional Director (SR), MCA, Chennai.
Notes:
1Appointed as CFO on 01.12.2022
2 Appointed as Company Secretary on 01.02.2023.
