Rectification of register of members under Companies Act can include cancellation of excess shares without first approaching the Registrar.

Section 59 of the Companies Act, 2013 empowers the Tribunal to entertain rectification of the register of members where shares are entered without sufficient cause or where an entry is omitted or delayed, and to make consequential corrections to company records. On the facts stated, the appellant had sought cancellation of excess shares and the first respondent had given no objection, so the requirement to first approach the Registrar of Companies was erroneous. The Tribunal's jurisdiction to consider rectification and cancellation of the excess shares was therefore available, and the dismissal of the company petition was unsustainable.

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Issues: Whether the Tribunal had jurisdiction under section 59 of the Companies Act, 2013 to direct rectification of the register of members by cancellation of excess shares, and whether the dismissal of the company petition on the ground that the appellant had not first approached the Registrar of Companies was sustainable.

Analysis: Section 59 empowers the Tribunal to entertain an application for rectification where a person is entered in the register without sufficient cause or where a necessary entry is omitted or delayed. The provision enables the Tribunal to dismiss the application or direct rectification of the register and, where required, order consequential corrections to the company records. The record showed that the appellant had informed the RBI, sought cancellation of the excess shares, and the first respondent had also given no objection to the proposed rectification. On these facts, the insistence that the appellant must first approach the Registrar of Companies was held to be erroneous, and the Tribunal's jurisdiction under section 59 was found to be available to consider cancellation of the excess shares and the related rectification.

Conclusion: The dismissal of the company petition was unsustainable; the appeal was allowed, the impugned order was set aside, and the matter was remitted for consideration of rectification and consequential directions.

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