# Rectification of Register of Members (Section 59)

## Why the Register Matters

The register of members is the prima facie evidence of membership.
If a person's name appears in the register, he is presumed to be a member — even if he isn't in fact.
If a person's name is absent, he is presumed NOT to be a member — even if he has done everything required.
Hence, accuracy of the register is critical, and Section 59 provides a remedy for rectification.

## Who Can Appeal & When [Section 59(1)]

The following may apply to the Tribunal (or competent court outside India for foreign holders, as notified):

An aggrieved person
A member of the company
The company itself

### Grounds for Appeal

If, without sufficient cause:

(a) A person's name is wrongly entered in the register, OR
(b) A person's name is omitted after having been entered, OR
(c) There is default or unnecessary delay in entering the fact of a person having become or ceased to be a member.

## 'Unnecessary Delay' — Judicial Note

The term is not defined in the Act. It is a question of evidence. Held: Failure to register a transfer within one month of application, contrary to listing agreement, is unreasonable delay.

## Locus Standi — No Personal Injury Required

Every shareholder has an interest in proper maintenance of the register. Any member can apply — personal grievance is not necessary.

## Tribunal's Order [Section 59(2)]

After hearing parties, the Tribunal may:

Dismiss the appeal, OR
Order:
Transfer/transmission to be registered within 10 days of receipt of order; OR
Rectification of depository records or the register, with direction to the company to pay damages if any.

## Protection of Holder's Rights [Section 59(3)]

The Act protects the holder's right to transfer securities.
A person acquiring securities is entitled to voting rights unless the Tribunal has suspended such rights by order.

## Transfer in Contravention of Other Laws [Section 59(4)]

On application by depository, depository participant, company, holder of securities, or SEBI — the Tribunal may direct rectification where the transfer contravenes:

(a) Securities Contracts (Regulation) Act, 1956
(b) SEBI Act, 1992
(c) Companies Act, 2013
(d) Any other law in force

## Section 58 vs Section 59 — Distinction

Feature	Section 58	Section 59
Trigger	Refusal of registration of transfer	Wrong/missing/delayed entry in register
Who can appeal	Transferee/transferor aggrieved	Aggrieved person, member, OR company
Focus	Specific transfer	Overall accuracy of register

Worked example

### Example 1

Example 1 — Wrong entry: Mr. A's name is entered as a member of XYZ Ltd. despite him never subscribing. Mr. A may appeal to the Tribunal for rectification under Section 59.

### Example 2

Example 2 — Omission after entry: Mr. B's name was on the register but was wrongly deleted following an unauthorised transfer. Mr. B can apply to the Tribunal for restoration.

### Example 3

Example 3 — Unnecessary delay: Mr. C lodged transfer documents on 1st April but the company delayed registration until 1st August (4 months later) with no valid reason. This is 'unnecessary delay' and Mr. C can seek rectification + damages.

### Example 4

Example 4 — Any member's locus: Mr. D, a small shareholder, notices that a person not entitled is shown as member. Even though D suffers no personal injury, he can apply under Section 59.

### Example 5

Example 5 — Contravention of SEBI Act: A transfer breaches SEBI takeover regulations. SEBI itself can apply to the Tribunal under Section 59(4) for rectification.

⚠️ Common exam mistakes

Confusing Section 59 with Section 58 — Section 58 deals with refusal; Section 59 deals with wrong/missing/delayed entries.
Assuming the applicant must have personal injury — any member has locus standi.
Believing the Tribunal can only order registration — it can also order rectification + damages.
Forgetting that SEBI can also approach the Tribunal under Section 59(4) for contraventions of securities laws.
Thinking the 10-day compliance window applies only under Section 58 — it applies under Section 59(2) too.
Assuming 'unnecessary delay' has a fixed definition — it is a question of facts.

Bare-Act text Section 59 · The Companies Act, 2013 · click to expand

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, without sufficient cause, 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 to the Tribunal, or to a competent court outside India.

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