Rectification of register of members cannot be used to compel share certificate issuance where valid membership is unproven.

Section 59 of the Companies Act, 2013 is confined to rectification of the register of members for wrongful entry, omission, or delay, and it cannot be used to compel issuance or validation of a share certificate. Because the applicant had not established a validly issued certificate or any proper foundation for a rectification claim, and the alleged certificate was defective and unsupported by the material required under company law, the dispute was treated as one over the issuance and validity of shares rather than register rectification. Rule 70 of the NCLT Rules, 2016 could not enlarge that substantive jurisdiction. The application was therefore held not maintainable.

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Issues: Whether an application under Section 59 of the Companies Act, 2013 is maintainable when the relief sought is a direction to issue a valid share certificate and the applicant has not established possession of a validly issued certificate or a proper foundation for rectification of the register of members.

Analysis: Section 59 of the Companies Act, 2013 is confined to rectification of the register of members in cases of wrongful entry, omission, or delay in making entries. It does not extend to compelling a company to issue a share certificate, because the applicant must first establish a validly issued certificate or an otherwise legally enforceable basis for claiming entry in the register. Rule 70 of the National Company Law Tribunal Rules, 2016 is procedural and cannot enlarge the substantive scope of Section 59. The alleged certificate was defective and unsupported by the materials necessary to show valid issuance or compliance with the applicable company law requirements, including those governing sweat equity shares. The controversy therefore involved a disputed claim to the issuance and validity of shares rather than rectification of an existing register entry, and such a dispute lay outside the limited summary jurisdiction under Section 59.

Conclusion: The application under Section 59 was not maintainable and the rejection of the claim was upheld against the appellant.

Ratio Decidendi: Section 59 of the Companies Act, 2013 cannot be invoked to seek issuance or validation of a share certificate; it applies only where rectification of the register of members is sought on the basis of an already established valid membership claim.

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