Companies Act • Official Statutory Text & Practice Guide
Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Section 95 of Companies Act: Corporate Governance & Statutory Compliance
Official Bare Act Text
Override / Mandate Mens Rea (Intent) Actus Reus (Conduct) Punishment Limitation Monetary
The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act.
Statutory Defined Terms in this Section:(Click any term for official legal definition)
Section 95 establishes that statutory registers, indices, and annual returns maintained under Sections 88 and 94 constitute prima facie evidence in all legal proceedings of any matters directed or authorized to be inserted therein by or under the Act.
Statutory Rebuttable Presumption: Attaches prima facie evidentiary value to registers of members, debenture holders, indices, and annual returns, shifting the burden of proof onto any party disputing the recorded particulars.
Scope of Evidentiary Presumption: Applies to membership status, allotment dates, share certificate numbers, distinctive numbers, beneficial ownership notations, and lien recordings.
Non-Conclusive Nature: The statutory presumption is rebuttable; it does not confer indefeasible title where entries are proven to be forged, fraudulent, ultra vires, or fabricated without board authorization.
Foundation for Rectification: Serves as the evidentiary benchmark in rectification proceedings under Section 59, requiring positive documentary evidence to displace register entries.
Key Landmark Precedents:
Balkrishan Gupta v. Swadeshi Polytex Ltd., (1985) 2 SCC 167: The Supreme Court ruled that while the register of members is prima facie evidence of legal title, the court or Tribunal can investigate behind the register in instances of fraud, unlawful transfer, or lack of consideration.
World Wide Agencies Pvt. Ltd. v. Margarat T. Desor, (1990) 1 SCC 536: The Supreme Court recognized that legal representatives of deceased members possess locus standi to assert corporate rights even prior to formal register entry, confirming that Section 95 creates an evidentiary presumption rather than a substantive bar to title.
Santow v. Dayal, (1980) 50 Comp Cas 485 (Del): Held that entries in the statutory register of members enjoy a statutory presumption of correctness, and the burden of disproving membership or share quantum rests entirely on the challenger.
Courtroom Practice & Strategic Litigation Guidance:
In share ownership or succession disputes before the NCLT, certified true extracts of the register of members and filed annual returns (MGT-7) constitute self-authenticating prima facie evidence under Section 95. To rebut these entries, the contesting party must establish fraud, forged share transfer deeds (SH-4), or unauthorized board resolutions through forensic analysis and board minute book inspection.
Legal Commentary & Landmark Judgments: Section 95
Section 95 establishes that statutory registers, indices, and annual returns maintained under Sections 88 and 94 constitute prima facie evidence in all legal proceedings of any matters directed or authorized to be inserted therein by or under the Act.
In share ownership or succession disputes before the NCLT, certified true extracts of the register of members and filed annual returns (MGT-7) constitute self-authenticating prima facie evidence under Section 95. To rebut these entries, the contesting party must establish fraud, forged share transfer deeds (SH-4), or unauthorized board resolutions through forensic analysis and board minute book inspection.