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Microlesson · 5-min read

Rectification of Register of Members [Section 59]

# Rectification of Register of Members [Section 59]

## Who May Apply

  • Aggrieved person, OR
  • Member, OR
  • Company itself

Application may be made to NCLT or, where members reside outside India, to a competent court outside India as specified by Central Government.

## Grounds for Rectification

Without sufficient cause:

1. Name of a person is entered in the register, OR

2. Name of a person is omitted from the register, OR

3. Default / unnecessary delay in entering the fact of a person becoming or ceasing to be a member.

## Orders That NCLT May Pass

After hearing the parties, NCLT may dismiss the appeal or:

  • Direct company to register transfer/transmission within 10 days of receipt of order, OR
  • Order rectification of depository records / register + direct company to pay damages to aggrieved party.

## Special Note — Depository

NCLT may direct the company or depository to rectify the contravention on application made by:

  • Depository
  • Depository participant
  • Company
  • Security holder, or
  • SEBI

Worked example

### Example 1

Example: A's name was omitted from the register of members of ABC Ltd. without any cause when his shares were transmitted to him. A may apply to NCLT under Section 59. NCLT may order ABC Ltd. to enter A's name within 10 days and pay damages for the loss caused.

⚠️ Common exam mistakes

  • Filing under Section 58 instead of Section 59 when the dispute concerns a wrongful entry/omission rather than refusal to register transfer.
  • Forgetting that SEBI is also a competent applicant in depository-related cases.
  • Missing the 10-day compliance window post-order.
Bare-Act text Section 59 · Companies Act, 2013 · click to expand
Section 59 permits any aggrieved person, member or the company to appeal to NCLT (or competent court outside India specified by CG) for rectification of the register of members.
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