# Rectification of Register of Members — Section 59

## When Rectification Can Be Sought

An appeal for rectification lies in the following situations:

1. Wrongful entry: Name of a person is entered in the register of members without sufficient cause.

2. Wrongful omission: A person's name, after having been entered, is omitted from the register.

3. Default or delay: Default is made, or unnecessary delay takes place, in entering the fact that a person has become or ceased to be a member.

## Who Can Apply?

The person aggrieved, OR
Any member of the company, OR
The company itself

## Forum for Appeal

Type of Member	Forum
Indian residents / general	National Company Law Tribunal (NCLT)
Foreign members or debenture holders residing outside India	Competent court outside India, specified by Central Government by notification

## Powers of the Tribunal

The Tribunal, after hearing the parties, may by order:

### Option 1 — Dismiss the Appeal

### Option 2 — Pass Orders:

(a) Direct registration of the transfer/transmission by the company within 10 days of receipt of order; OR

(b) Direct rectification of records of depository or register, AND direct the company to pay damages, if any, sustained by the aggrieved party.

## Important Proviso — Voting Rights

The provisions of Section 59 do NOT restrict the right of a holder of securities to transfer such securities.

A person acquiring such securities is entitled to voting rights — UNLESS the voting rights have been suspended by an order of the Tribunal.

## Significance

Section 59 is the safeguard mechanism ensuring the register of members accurately reflects beneficial ownership. It protects against:

Fraudulent entries
Wrongful exclusion of legitimate members
Administrative delays prejudicing members' rights

Worked example

### Example 1

Example 1 — Wrongful Omission:

Mr. A's name was struck off the register without any cause. What can he do?

Answer: A is the 'aggrieved person' and may apply to NCLT under Section 59 for rectification. NCLT may direct rectification AND order the company to pay damages.

### Example 2

Example 2 — Foreign Member:

Mr. X, a UK resident, holds debentures of an Indian company. The register shows wrong details. Where can X appeal?

Answer: X may appeal to the competent court outside India specified by the Central Government by notification, OR to NCLT.

### Example 3

Example 3 — Compliance Window:

NCLT orders ABC Ltd on 10 May 2026 to register a transfer. By when must ABC comply?

Answer: Within 10 days of receipt of order.

### Example 4

Example 4 — Voting Rights:

Mr. B acquires shares through transfer. The company's register has not yet been rectified. Can B vote?

Answer: Yes, B is entitled to voting rights UNLESS the Tribunal has expressly suspended those rights by order.

⚠️ Common exam mistakes

Believing only the affected member can apply — actually the company, any member, OR the aggrieved person all have standing.
Forgetting that NCLT can both order rectification AND grant damages.
Stating the compliance window as 30 days instead of 10 days.
Missing that voting rights continue UNLESS specifically suspended by Tribunal.
Confusing Section 59 (rectification) with Section 58 (refusal appeal) — both go to NCLT but for different reasons.

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.

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Rectification of Register of Members (Section 59)

Worked example

⚠️ Common exam mistakes