Sections 57 and 58 of the Companies Act, 2013: Personation of Shareholder, Refusal of Registration and Appeal
Sections 57 and 58 deal with two distinct matters concerning securities and membership rights. Section 57 creates a criminal offence for deceitful personation of the owner of a security or interest in a company. Section 58 regulates refusal to register a transfer or transmission of securities and provides a statutory appeal to the National Company Law Tribunal (NCLT).
Updated: 16 September 2026
Section 57: Punishment for personation of shareholder
Meaning. Section 57 applies where a person deceitfully personates the owner of a security or interest in a company, or the owner of a share warrant or coupon issued under the Act, and by doing so obtains or attempts to obtain that security, interest, warrant or coupon, or receives or attempts to receive money due to the true owner.
Penalty under Section 57
A person committing the offence is punishable with imprisonment for a term of not less than one year and up to three years, and with a fine of not less than Rs. 1 lakh and up to Rs. 5 lakh.
The provision covers both a completed wrongful obtaining or receipt and an attempt. The statutory language therefore addresses deceitful impersonation at the stage of obtaining securities or interests as well as receiving money due to their lawful owner.
Section 58: Refusal of registration and appeal against refusal
Private company limited by shares - Section 58(1)
If a private company limited by shares refuses to register a transfer of securities or interest of a member, or a transmission by operation of law, it must send notice of refusal within 30 days from delivery of the instrument of transfer or intimation of transmission. The notice must be sent to the relevant transferor and transferee, or to the person who gave the intimation of transmission, and must state the reasons for refusal.
Public company - free transferability under Section 58(2)
Section 58(2) provides that, without prejudice to sub-section (1), the securities or other interest of a member in a public company are freely transferable. A contract or arrangement between two or more persons concerning transfer of securities remains enforceable as a contract.
Appeal against refusal by a private company - Section 58(3)
The transferee may appeal to the Tribunal within 30 days from receipt of the notice of refusal. If the company sends no notice, the appeal may be filed within 60 days from the date on which the instrument of transfer or intimation of transmission was delivered to the company.
Appeal against refusal by a public company - Section 58(4)
If a public company, without sufficient cause, refuses to register a transfer within 30 days from delivery of the transfer instrument or intimation of transmission, the transferee may appeal to the Tribunal within 60 days of the refusal. Where no intimation is received from the company, the appeal may be made within 90 days from delivery of the instrument of transfer or intimation of transmission.
Important time limits under Section 58
| Situation | Statutory period | Provision |
|---|---|---|
| Private company must notify refusal and give reasons | Within 30 days from delivery of transfer instrument or intimation of transmission | Section 58(1) |
| Private company: appeal after receipt of refusal notice | Within 30 days from receipt of notice | Section 58(3) |
| Private company: appeal where no refusal notice is sent | Within 60 days from delivery to company | Section 58(3) |
| Public company: appeal following refusal | Within 60 days of refusal | Section 58(4) |
| Public company: appeal where no intimation is received | Within 90 days from delivery to company | Section 58(4) |
| Company compliance with Tribunal order directing registration | Within 10 days of receipt of order | Section 58(5)(a) |
Powers of the Tribunal under Section 58(5)
After hearing the parties in an appeal under Section 58(3) or 58(4), the NCLT may dismiss the appeal or order registration of the transfer or transmission. Where registration is ordered, the company must comply within 10 days of receiving the order. The Tribunal may also direct rectification of the register and order the company to pay damages, if any, sustained by an aggrieved party.
Contravention of the Tribunal's order - Section 58(6)
A person who contravenes an order of the Tribunal under Section 58 is punishable with imprisonment for a term of not less than one year and up to three years and with a fine of not less than Rs. 1 lakh and up to Rs. 5 lakh.
How an appeal under Section 58 is filed
Rule 70 of the National Company Law Tribunal Rules, 2016 provides that an appeal against refusal to register transfer or transmission under Section 58 is made to the Tribunal by petition in Form NCLT-1, accompanied by the documents specified in Annexure B. A copy is to be served on the concerned company at its registered office immediately after filing. Rule 70 also addresses advertisement of the petition and the Tribunal's power to grant interim, costs, incidental and consequential orders.
Related Companies Act provisions
Section 56 deals with transfer and transmission of securities and the formal requirements for registration. Section 59 deals with rectification of the register of members. These provisions should be read with Sections 57 and 58 where a dispute concerns transfer, transmission, refusal of registration, personation or correction of membership records.
For the official statutory text, see the Companies Act, 2013 published by the Ministry of Corporate Affairs. For Tribunal procedure, see the National Company Law Tribunal Rules, 2016.
Disclaimer: This article is for general legal information. Statutory provisions, rules, notifications and judicial interpretation should be checked for the facts of a particular matter before taking action.