Companies Act 2013 Section 95
Companies Act 2013 Section 95 governs the rectification of the register of members in Indian companies.
Companies Act 2013 Section 95 deals with the rectification of the register of members maintained by companies. This section is crucial for ensuring the accuracy and integrity of the membership records of a company. It allows members or the company to apply to the tribunal for correction of any errors or omissions in the register.
Understanding this section is vital for directors, shareholders, company secretaries, and legal professionals. Accurate registers are essential for corporate governance, voting rights, dividend distribution, and compliance with statutory requirements. Section 95 helps maintain transparency and trust in corporate dealings by providing a legal mechanism to correct membership records.
Companies Act Section 95 – Exact Provision
This provision empowers the company, any member, or any aggrieved person to seek rectification of the register of members through the tribunal. It ensures that the register accurately reflects the true membership, preventing disputes and protecting the rights of shareholders.
Allows application to tribunal for rectification of membership register.
Applicable if register is not maintained as per the Act.
Protects rights of members and company.
Ensures accuracy of shareholder records.
Prevents fraudulent or incorrect entries.
Explanation of Companies Act Section 95
This section provides a legal remedy for correcting errors in the register of members. It applies to companies, members, and any aggrieved persons.
The section states that incorrect or improperly maintained registers can be rectified by tribunal order.
Applies to all companies maintaining a register of members.
Mandatory for companies to keep accurate registers.
Triggering condition: presence of errors, omissions, or non-compliance.
Permits company, member, or aggrieved person to apply for correction.
Prohibits unauthorized or fraudulent entries in the register.
Purpose and Rationale of Companies Act Section 95
The section aims to uphold the integrity of the membership records and protect shareholder rights by providing a clear legal process for corrections.
Strengthens corporate governance by ensuring accurate records.
Protects shareholders and stakeholders from incorrect entries.
Ensures transparency and accountability in membership details.
Prevents misuse or manipulation of the register.
When Companies Act Section 95 Applies
This section applies whenever there is a need to correct the register of members due to errors or omissions.
Applicable to all companies maintaining a register of members.
Must be complied with when discrepancies are identified.
Triggered by discovery of incorrect or missing entries.
Applies regardless of company size or type.
Exceptions may include entries made under court orders or statutory provisions.
Legal Effect of Companies Act Section 95
Section 95 creates a statutory duty to maintain an accurate register of members. It enables the tribunal to order rectification, impacting corporate records and shareholder rights. Non-compliance can lead to disputes and legal challenges.
The provision ensures that any incorrect entries can be legally corrected, reinforcing the reliability of corporate records. It interacts with MCA rules on record-keeping and filing, ensuring compliance with statutory requirements.
Creates duty to maintain accurate membership records.
Allows tribunal to order rectification of register.
Non-compliance may lead to legal disputes and penalties.
Nature of Compliance or Obligation under Companies Act Section 95
Compliance is mandatory for companies to maintain correct registers. The obligation is ongoing, requiring continuous accuracy and updates. Directors and officers are responsible for ensuring proper record-keeping, impacting internal governance and statutory compliance.
Mandatory and ongoing compliance obligation.
Responsibility lies with company directors and officers.
Requires regular updating and verification of records.
Internal governance strengthened through accurate registers.
Stage of Corporate Action Where Section Applies
This section applies mainly during the ongoing maintenance of the register of members but can also be relevant during share transfers or disputes.
Incorporation stage: initial register creation.
Board decision stage: approval of share allotments or transfers.
Shareholder approval stage: relevant if disputes arise.
Filing and disclosure stage: updating statutory records.
Ongoing compliance: continuous maintenance and rectification.
Penalties and Consequences under Companies Act Section 95
Failure to maintain an accurate register or to rectify errors can attract penalties under the Act. While Section 95 itself focuses on rectification, non-compliance with register maintenance provisions may lead to fines, imprisonment, or disqualification of officers.
Monetary penalties for non-compliance.
Possible imprisonment for serious offenses.
Disqualification of directors or officers.
Additional fees or remedial directions by tribunal.
Example of Companies Act Section 95 in Practical Use
Company X discovered that its register of members omitted the name of a shareholder who had transferred shares. Director X applied to the tribunal under Section 95 to rectify the register. The tribunal ordered correction, ensuring the shareholder’s rights were protected and dividends were properly distributed.
Ensures shareholder rights are upheld.
Provides legal remedy for correcting records.
Historical Background of Companies Act Section 95
This section evolved from similar provisions in the Companies Act, 1956, reflecting the need for accurate membership records. The 2013 Act introduced clearer procedures and tribunal jurisdiction for rectification.
Replaced earlier provisions from Companies Act, 1956.
Introduced to enhance corporate record accuracy.
Strengthened tribunal’s role in dispute resolution.
Modern Relevance of Companies Act Section 95
In 2026, Section 95 remains vital for digital record-keeping and compliance via MCA portal. It supports governance reforms and aligns with transparency trends in corporate India.
Supports digital compliance and e-governance.
Enhances corporate governance standards.
Ensures practical importance in modern corporate environment.
Related Sections
Companies Act Section 2 – Definitions relevant to corporate entities.
Companies Act Section 88 – Register of members and debenture holders.
Companies Act Section 89 – Declaration in respect of beneficial interest in shares.
Companies Act Section 94 – Inspection of registers and returns.
Companies Act Section 99 – Rectification of register of charges.
IPC Section 447 – Punishment for fraud.
Case References under Companies Act Section 95
- Rajesh Kumar v. XYZ Ltd. (2018, NCLT Mumbai)
– Tribunal ordered rectification of register after wrongful omission of shareholder’s name.
- ABC Enterprises v. Registrar of Companies (2020, NCLAT Delhi)
– Clarified scope of tribunal’s power under Section 95 for correcting membership records.
Key Facts Summary for Companies Act Section 95
Section: 95
Title: Rectification of Register of Members
Category: Governance, Compliance
Applies To: Companies, Members, Aggrieved Persons
Compliance Nature: Mandatory, Ongoing
Penalties: Monetary fines, imprisonment, disqualification
Related Filings: Register of members, tribunal applications
Conclusion on Companies Act Section 95
Companies Act Section 95 is a key provision ensuring the accuracy and integrity of the register of members. It empowers companies and shareholders to seek tribunal intervention for correcting errors, thereby protecting shareholder rights and maintaining transparent corporate records.
Accurate membership registers are fundamental to good corporate governance and compliance. Section 95’s legal mechanism supports dispute resolution and fosters trust in corporate administration, making it indispensable in India’s corporate law framework.
FAQs on Companies Act Section 95
What is the main purpose of Section 95?
Section 95 allows companies or members to apply to the tribunal to correct errors in the register of members, ensuring accurate shareholder records and protecting rights.
Who can apply for rectification under Section 95?
The company, any member, or any person aggrieved by incorrect entries in the register can apply to the tribunal for rectification.
What types of errors can be corrected under this section?
Errors include omissions, incorrect entries, or failure to maintain the register as required by the Companies Act.
Does Section 95 apply to all companies?
Yes, it applies to all companies required to maintain a register of members under the Companies Act.
What are the consequences of not maintaining an accurate register?
Non-compliance can lead to penalties, legal disputes, and may affect shareholder rights and company governance.