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, 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, 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 restrict 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 is in contravention of any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 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.
5. If any default is made in complying with the order of the Tribunal under this section, the company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than one lakh rupees but which may extend to three lakh rupees, or with both.
Legal Commentary & Landmark Judgments: Section 59
Section 59 confers statutory power on the National Company Law Tribunal to rectify the register of members where a person's name is entered, omitted, or delayed without sufficient cause.
Sub-section (4) clarifies that where a transfer of securities contravenes the SEBI Act, SCRA, or any other law, the Tribunal may direct the company or depository to rectify its register upon application.
The landmark Supreme Court judgment in *Shashi Prakash Khemka* fundamentally elevated Section 59 by clarifying that all share title disputes and registration challenges now fall squarely within the exclusive domain of the NCLT. Corporate litigants can no longer drag share title controversies into protracted civil court suits; the NCLT has full authority to adjudicate title, fraud, and corporate rectification.