Section 59 — Rectification of register of members
(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 th e register, is, without
sufficient cause, omitted there from, 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,
1. Subs. by Act 29 of 2020, s. 9, for sub-section (6) (w.e.f. 21-12-2020).
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.
(2) The Tribunal may, after hearing the parties to the appeal under sub -section (1) by order, either
dismiss the appeal or direct that the transfer or transmission shall be registered by the company within a
period of ten 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.
(3) The provisions of this section shall not restri ct 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.
(4) Where the transfer of securities i s in contravention of any of the provisions of the Securities
Contracts (Regulation) Act, 1956 (42 of 1956), the Securities and Exchange Board of India Act, 1992
(15 of 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.
Related sections
- Section 43 — Kinds of share capital
- Section 44 — Nature of shares or debentures
- Section 45 — Numbering of shares
- Section 46 — Certificate of shares
- Section 47 — Voting rights
- Section 48 — Variations of shareholders’ rights
- Section 49 — Calls on shares of same class to be made on uniform basis
- Section 50 — Company to accept unpaid share capital, although not called up
- Section 51 — Payment of dividend in proportion to amount paid-up
- Section 52 — Application of premiums received on issue of shares
- Section 53 — Prohibition on issue of shares at discount
- Section 54 — Issue of sweat equity shares
- Section 55 — Issue and redemption of preference shares
- Section 57 — Punishment for personation of shareholder
- Section 58 — Refusal of registration and appeal against refusal
- Section 60 — Publication of authorised, subscribed and paid -up capital
- Section 61 — Power of limited company to alter its share capital
- Section 62 — Further issue of share capital
- Section 63 — Issue of bonus shares
- Section 64 — Notice to be given to Registrar for alteration of share capital
- Section 65 — Unlimited company to provide for reserve share capital on conversion into limited
- Section 66 — Reduction of share capital
- Section 67 — Restriction on purchase by company or giving of loans by it for purchase of its shares
- Section 68 — Power of company to purchase its own securities
- Section 69 — Transfer of certain sums to capital redemption reserve account
- Section 70 — Prohibition for buy-back in certain circumstances
- Section 71 — Debentures
- Section 72 — Power to nominate