Summary: This article examines a recent adjudication order passed by the Registrar of Companies, Bangalore against a private company for effecting a transfer of shares without prior dematerialisation i.e., in contravention of Rule 9B of the Companies (Prospectus and Allotment of Securities) Rules, 2014. It analyses the governing framework under Rules 9A and 9B, the factual circumstances of the non-compliance, and the penalty imposed under Section 450 of the Companies Act, 2013. The article highlights key observations from the order, including the regulator’s silence on the validity of the impugned transfer and the limited scope of adjudication, and considers the broader implications of the same.