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Rectification of Register of Members

Section 59 of the Companies Act 2013 prescribes:

- If the name of any person is, without sufficient cause,
  • entered in the register of members; or
  • omitted in the register of members; or
  • if a default is made, or unnecessary delay takes place in entering in the register, the fact of any person having become or ceased to be a member,
- the person aggrieved, or any member of the company, or the company may appeal to the Tribunal, or to a competent court outside India, in respect of foreign members or debenture holders residing outside India,

- for rectification of the register.

Order by Tribunal

The Tribunal may, after hearing the parties to the appeal by order, either dismiss the appeal or direct that the transfer or transmission shall be registered by the company within 10 days of the receipt of the order or direct rectification of the records of the depository or the register and in the latter case, direct the company to pay damages, if any, sustained by the party aggrieved.

Right of shareholder
The provisions of this section shall not restrict the right of a holder of securities,to transfer such securities and any person acquiring such securities shall be entitled to voting rights unless the voting rights have been suspended by an order of the Tribunal.

Transfer of securities is in contravention of any of the provisions

Where the transfer of securities is in contravention of any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or this Act or any other law for the time being in force, the Tribunal may, on an application made by the depository, company, depository participant, the holder of the securities or the Securities and Exchange Board, direct any company or a depository to set right the contravention and rectify its register or records concerned.


If any default is made in complying with the order of the Tribunal under this section 

  • Fine on company – min. Rs. 1 lakh max. Rs. 5 lakh and 
  • imprisonment / Fine / on every Officer in default - Imprisonment for a max. term of 1 year or fine min. Rs. 1 lakh max. Rs. 3 lakh or both

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