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5 Certificate of Shares (Where Shares are Not in Demat Form)

(1) Where a company issues any share capital, no certificate of any share or shares held in the company shall be issued, except-

(a) in pursuance of a resolution passed by the Board; and

(b) on surrender to the company of the letter of allotment or fractional coupons of requisite value, save in cases of issues against letters of acceptance or of renunciation, or in cases of issue of bonus shares:

Provided that if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if any, as to seek supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating evidence, as it may think fit.

(2) Every certificate of share or shares shall be in Form No. SH.1 or as near thereto as possible and shall specify the name(s) of the person(s) in whose favor the certificate is issued, the shares to which it relates and the amount paid-up thereon.

(3) Every share certificate shall be ⁴[issued under the seal, if any, of the company,] which shall be affixed in the presence of, and signed by-

(a) two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the Board; and

⁶[(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient ifthe certificate is signed by a director and the company secretary or any other person authorised by the Board for the purpose.

(b) a 7[director or company secretary] shall be deemed to have signed the share certificate ifhis signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the 7[director or company secretary] shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.]

Explanation.- For the purposes of this sub-rule, a director shall be deemed to have signed the share certificate if his signature is printed thereon as a facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography, or digitally signed, but not by means of a rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose.

(4) The particulars of every share certificate issued in accordance with sub-rule (1) shall be entered in the Register of Members maintained in accordance with the provisions of section 88 along with the name(s) of person(s) to whom it has been issued, indicating the date of issue.

Amendments

1. Omitted by the Notification dated 18th March, 2015.

2. Substituted by the Notification dated 18th March, 2015.

In the second proviso for the words "povided further that', the words ''provided that' shall be substituted;

3. Substituted by the Notification dated 18th March, 2015.

In the third proviso for the words "povided also that', the words "povided further that' shall be substituted;

4.Substituted by the Notification dated 29th May, 2015.

For the words "issued under the seal of the company" the words "issued under the seal, if any, of the company," shall be substituted.

5.Substituted by the Notification dated 29th May, 2015.

For clause (b) i.e.

["The secretary or any person authorised by the Board for the purpose:
¹[~~Provided that, in companies wherein a Company Secretary is appointed under the provisions of the Act, he shall deemed to be authorised for the purpose of this rule~~]

²[Provided that], if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than the managing or whole-time director:

³[Provided further that], in case of a One Person Company, every share certificate shall be issued under the seal of the company, which shall be affixed in the presence of and signed by one director or a person authorized by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorized by the Board for the purpose."]

the following clause (b) shall be substituted, namely:-

"The secretary or any person authorised by the Board for the purpose:

Provided that in case a company does not have a common seal, the share certificate shall be signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary:

Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole time director:

Provided also that, in case of a One person Company, every share certificate shall be issued under the seal, if any, of the company, which shall be affixed in the presence of and signed by one director or a person authorised by the Board of Directors of the company for the purpose and the Company Secretary, or any other person authorised by the Board for the purpose, and in case the One person Company does not have a common seal, the share Certificate Shall be signed by the persons in the presence of whom the seal is required to be affixed in this proviso."

6. Substituted by The Companies (Share Capital and Debentures) Amendment Rules, 2018.

in rule 5, for sub-rule (3),

[(3) Every share certificate shall be 4[issued under the seal, if any, of the company,] which shall be affixed in the presence of, and signed by-

(a) two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the Board; and

5["(b) the secretary or any person authorised by the Board for the purpose:

Provided further that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a managing director or a whole time director:

'the following sub-rule shall be substituted, namely:-

(3) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the company secretary, wherever the company has appointed company secretary:

Provided that in case the company has a common seal it shall be affixed in the presence of persons required to sign the certificate.

Explanation. - For the purposes of this sub-rule, it is hereby clarified that,-

(a) in case of an One Person Company, it shall be sufficient ifthe certificate is signed by a director and the company secretary or any other person authorised by the Board for the purpose.

(b) a director shall be deemed to have signed the share certificate ifhis signature is printed thereon as facsimile signature by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of rubber stamp, provided that the director shall be personally responsible for permitting the affixation of his signature thus and the safe custody of any machine, equipment or other material used for the purpose"

7. Substituted by The Companies (Share Capital and Debentures) Amendment Rules,2019. Dated 16th August, 2019.

in sub-rule (3), in the Explanation for the word,

Director

the following word shall be substituted, namely:-

director or company secretary.