Rectification of share register requires the prescribed statutory route before seeking cancellation of excess shares.

Rectification of the register of members and cancellation of excess shares was found not maintainable where the petitioner bypassed the statutory route recommended by the RBI and did not first approach the Registrar of Companies. Section 59 of the Companies Act, 2013 and Rule 70 of the NCLT Rules, 2016 require proper compliance for rectification petitions, including notice and advertisement requirements. As the RBI had stated that cancellation of excess shares was outside its own purview and its correspondence formed the basis of the request, non-impleadment of the RBI and failure to follow the prescribed process rendered the petition misconceived and dismissed.

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Issues: Whether the petition for rectification of the register of members and cancellation of excess shares was maintainable when the petitioner had not approached the Registrar of Companies and the proposed cancellation arose out of alleged non-compliance with foreign exchange regulations.

Analysis: Section 59 of the Companies Act, 2013 permits rectification of the register where a person is entered or omitted without sufficient cause, and Rule 70 of the National Company Law Tribunal Rules, 2016 governs such petitions, including notice and advertisement requirements. The record showed that the Reserve Bank of India had directed the petitioner to approach the Registrar of Companies for cancellation of the excess shares, and had also clarified that cancellation of excess shares did not fall within RBI's purview. The Tribunal noted that the petitioner had bypassed the recommended statutory route and had also not impleaded the RBI, whose correspondence formed the basis of the request. In these circumstances, the petition was treated as misconceived.

Conclusion: The petition was held to be not maintainable and was dismissed.

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