# Rectification of Register of Members (Section 59)
## When Section 59 is Triggered
Appeal lies for rectification if:
1. Name of any person is entered in register of members without sufficient cause, OR
2. After being entered, the name is omitted therefrom, OR
3. Default is made or unnecessary delay takes place in entering in the register the fact of any person having become / ceased to be a member.
## Who Can Appeal
The person aggrieved, OR
Any member of the company, OR
The company itself.
## Where to Appeal
Tribunal (NCLT) in India, OR
A competent court outside India (specified by Central Government by notification) — in respect of foreign members or debenture holders residing outside India.
## Powers of NCLT
After hearing the parties, by order, the Tribunal may:
Option A:Dismiss the appeal, OR
Option B: Direct that the transfer / transmission shall be registered by the company within 10 days of receipt of order, OR
Option C: Direct rectification of the records of the depository or the register AND direct the company to pay damages, if any, sustained by the party aggrieved.
## Important Protective Clause
The provisions of Section 59 shall NOT restrict the right of a holder of securities to transfer such securities. Any person acquiring such securities shall be entitled to voting rights UNLESS voting rights have been suspended by an order of the Tribunal.
## Key Time Limit
```
NCLT Order for Registration
↓
Company must comply within 10 days
```
Worked example
### Example 1
Example 1 — Wrongful Omission: Mr. K's name is wrongfully omitted from the register of members of ABC Ltd. due to a clerical error. Mr. K appeals to NCLT under Section 59. NCLT directs rectification of the register and orders ABC Ltd. to pay Mr. K ₹50,000 as damages for the dividend he missed.
### Example 2
Example 2 — Wrongful Entry: Mr. L's name is entered without sufficient cause. The company itself discovers the error and appeals under Section 59 for rectification.
### Example 3
Example 3 — Voting Rights Pending Appeal: Mr. M acquires 5,000 shares of XYZ Ltd. through transfer. While appeal under Section 59 is pending, Mr. M IS still entitled to voting rights unless NCLT specifically suspends them.
### Example 4
Example 4 — Foreign Member: Mr. N, a foreign debenture holder residing in Singapore, finds discrepancy in the register. He may approach the competent court in Singapore (if specified by Central Government notification) instead of NCLT.
⚠️ Common exam mistakes
Believing only the affected person can appeal — any MEMBER or the company itself may appeal.
Forgetting that foreign members can use foreign courts (if specified by notification).
Missing the 10-day compliance window on NCLT orders.
Assuming voting rights are automatically suspended during Section 59 proceedings — they continue UNLESS NCLT suspends them.
Confusing Section 59 (rectification) with Section 58 (refusal appeal) — they are distinct remedies.
Bare-Act text Section 59 · Companies Act, 2013 · click to expand
Section 59(1) — If the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, is, omitted therefrom, 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 in such form as may be prescribed, to the Tribunal, or to a competent court outside India, specified by the Central Government by notification, in respect of foreign members or debenture holders residing outside India, for rectification of the register.