Chapter VII - Management and Administration
Section 95
Section 95: company registers and annual returns as prima facie evidence
Section 95 gives evidential value to a company’s statutory registers. The registers, their indices and copies of annual returns kept under sections 88 and 94 are prima facie evidence of any matter the Act directs or authorises to be entered in them.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
The registers, their indices and copies of annual returns maintained under sections 88 and 94 shall be prima facie evidence of any matter directed or authorised to be inserted therein by or under this Act.
Introduction
Prima facie evidence is evidence that is accepted unless it is disproved. A correct register therefore protects both the company and its members in disputes about who holds what.
Section 95 commenced on 1 April 2014 under S.O. 902(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013.
Key takeaways
Which documents
The registers and indices kept under section 88 and copies of annual returns kept under section 94.
Prima facie evidence
They are prima facie evidence of any matter directed or authorised to be inserted in them by or under the Act.
Rebuttable
Prima facie evidence can be displaced by better evidence, so registers must be kept accurately.
What section 95 says
The registers, their indices and copies of annual returns maintained under sections 88 and 94 are prima facie evidence of any matter directed or authorised to be inserted in them by or under the Act. Section 88 covers the registers of members and of debenture-holders and other security holders, and section 94 covers where registers and annual return copies are kept and how they are inspected.
Why it matters
In a dispute over shareholding, the register of members is the starting point. A court or tribunal will treat the entries as correct unless someone proves otherwise. An outdated or wrong register shifts the burden onto the company to explain the error, and may lead to rectification proceedings.
Practical preparation
Write up the registers promptly after every allotment, transfer and transmission; keep indices where required; keep copies of annual returns as section 94 requires; reconcile the register of members with depository records; correct errors only through the procedure the Act allows.
Practical checklist
Do
- Update the registers the same day the board approves an allotment or transfer.
- Keep supporting documents for every entry.
Avoid
- Do not overwrite or erase entries; record corrections transparently.
Illustrative example
Hypothetical: a disputed share transfer
Two people each claim to own the same shares in a private company.
Register
The register of members shows the shares in one claimant’s name.
Evidence
Under section 95, the entry is prima facie evidence of ownership.
Rebuttal
The other claimant must produce evidence to displace the entry.
Outcome
- An accurate register simplified the dispute.
Glossary
- Prima facie evidence
- Evidence that is accepted as true unless rebutted.
- Index
- An alphabetical index to a register, used to locate entries.
Frequently asked questions
Is the register of members conclusive proof of shareholding?
No. Section 95 makes it prima facie evidence, which can be rebutted by other evidence.
Which registers does section 95 cover?
Registers and indices kept under section 88 and copies of annual returns kept under section 94.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026