RECTIFICATION OF REGISTER OF MEMBERS

Since the register of members of a company contains names, addresses, occupations, if any, etc., of the members of the company and is a prima

facie evidence of matters which by laws must be entered therein, it is quite like that injustices may result from omissions or commissions in it. The power

of rectification of Register of Members is conferred on the Company Law Board under Section III of the Companies Act.

Section 111 (4) of the Companies Act provides that in case of a private company any person or member of the company or the company itself may apply

to the Company Law Board for rectification ofthe register of members on any of the following grounds:

.1. Where the name of any person is, without sufficient cause, entered in the register of members; or . .

2. Where the name of any person, after having being entered in the

Register, is without sufficient cause, omitted therefrom; or

3. Where .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; or In case of a public company, the compa.ny must registertransfer within two months. Transfer can be refused only if it is against the provisions

of the Companies Act, SICA, FEMA, SEBI and other laws. Tlms, application for certificate of Register of Member can be made to CLB only if the company

refuses to register the transfer and n6t on any other ground [Sec. IlIA]

The Company Law Board may, after hearing the parties, either reject the application, or by order direct rectification of the Register and also direct the

company to pay damages, if any, sustained by any party aggrieved [Section 111(5)). The above provisions shall also apply in relation to the rectification of

the register of debentureholders.

Under Sectiori 467, the Court is also empowered to rectify the Register of Members on the winding up of a company in order to settle the list of

contributories.

Discuss the Rights and Liabilities of the Members of , Company.

When a person becomes a member of the company and his name is recorded in the register of members, he is entitled to several rights which can be

exercised by him either individually or collectively i.e. along with other members. These rights may be summed up as under:

1. Right to alter memorandum and articles of association of the

company.

2. Right to receive copies of certain documents, namely.

(i) Memondum of Association.

(ii) Articles of Association.

(iii) Balance Sheet and Profit and Loss Account of the company. (iv) Resolutions and Agreements (Section 192).

(v) Minutes of Proceedings of General Meetings (Section 196). (vi) Trust Deed (Section 118). 3 Right to inspect certain books or register’s, namely,

(i) Register of members and the index thereof.

(ii) Register of debenture-holders and the index thereof. (iii) Copies of all Annual Returns (Section ]63). (iv) Register of charges [Section 144(2»). (v)