Register of members is discussed under S.88 of the companies Act, 2013 [i] that every company must maintain these registers in a prescribed manner but the Rectification of the register of members has been explained in (Section) S.59 of the companies Act, 2013. [ii] which basically means the person who claims to be a member of the company and when his rights are being violated as a member like – his name has been omitted or added without any sufficient cause etc then he can take action for rectification accordingly. Membership is a very important right which includes lots of rights like- voting, name, the extent of shareholding etc so it is often contested by the members for ratification and considered to be an important right. But prior to S.59, 2013 act, this right was being filled under S.155 under sub-section 2(11) and Section 10 of the company court of the 1956 Act[iii]. Later section 155 was amended and repealed in the year 1988 and just after 1991 Company Law Board (CLB) was formed and this right was filled under S.111 also S111A was introduced in the year 1997 [iv] regarding the rectification of members. But as of now, it is administered by S.59 of the 2013 Act, which confers most of the power to the National Company Law Tribunal (NCLT) to look after the rectification of the register of members.
To answer the question related to the jurisdiction of the rectification of the register of members. First, we need to look at the progression of the case laws and how they developed over time and came down to what it is today. This essay will mainly focus on two cases Firstly Ammonia Supplies Corporation (P) Ltd. v. Modern Plastic Containers[v] (Ammonia supplies case) and Secondly Shashi Prakash Khemka v. NEPC Micon [vi] (Khemka case). Khemka case is a recent development in the matter and is a very debatable case as it has overruled the Ammonia case (its predecessor ) and we will try to dissect both the cases to answer our research questions
[i] The Companies Act, 2013, §88.
[ii] The Companies Act, 2013, §59.
[iii] The Companies Act, 1956, §155.
[iv] The Companies Act, 1956, §111.
[v] (1998) 7 SCC 105.
[vi] (2019) SCC OnLine SC 223a.
