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 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 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.